JUVENTUS FOOTBALL CLUB Reports and Financial Statements at 30 June 2003
JUVENTUS FOOTBALL CLUB Reports and Financial Statements at 30 June 2003
JUVENTUS FOOTBALL CLUB
SHAREHOLDERS OGM Centro Storico FIAT Torino, via Chiabrera 20 1 st call: 28 October 2003 2 nd call: 29 October 2003 AGENDA 1. Financial Statements at 30 June 2003 and Report on Operations; related deliberations. 2. Deliberations on concerning the purchase and disposal of treasury shares in compliance with arts. 2357 and 2357-ter of the Italian Civil Code and art. 132 of Legislative Decree no. 58 of 24 February 1998. 3. Appointment of the Board of Directors after establishing its number of members and related emolument. 4. Appointment of the Board of Statutory Auditors and its Chairman and definition of related emolument. 3 Notice of Meeting was published in the Gazzetta Ufficiale della Repubblica Italiana no. 224 of 26 September 2003. JUVENTUS FOOTBALL CLUB S.P.A. REGISTERED OFFICE Corso Galileo Ferraris 32, 10128 Torino SHARE CAPITAL FULLY PAID 12,093,200 REGISTERED IN THE COMPANIES REGISTER Under no. 00470470014 - REA no. 394963 Reports and Financial Statements at 30 June 2003
COMPANY OFFICERS BOARD OF DIRECTORS Chairman Franzo Grande Stevens (2) Vice Chairman Roberto Bettega Chief Executive Officer Antonio Giraudo Director and General Manager Luciano Moggi Director (1) (2) Giancarlo Cerutti Director Saadi Gadhafi (2) (1) (2) Director Andrea Pininfarina Director (1) (2) Claudio Saracco Director Daniel John Winteler (2) AUDIT COMMITTEE (1) (2) Claudio Saracco (1) (2) Giancarlo Cerutti (1) (2) Andrea Pininfarina REMUNERATION AND APPOINTMENTS COMMITTEE BOARD OF STATUTORY AUDITORS Chairman Auditor Auditor Deputy Auditor Deputy Auditor Franzo Grande Stevens (2) (1) (2) Giancarlo Cerutti Daniel John Winteler (2) Giorgio Giorgi Alberto Ferrero Carlo Re Gianluca Ferrero Paolo Piccatti (1) Independent directors (2) Non executive directors Daniel John Winteler was co-opted by the Board of Directors on 28 March 2003; Franzo Grande Stevens was co-opted by the Board of Directors on 12 August 2003. The mandate of the Board of Directors and the Board of Statutory Auditors will expire with the Shareholders Meeting to approve the financial statements as of 30 June 2003. POWER OF COMPANY OFFICERS The Chairman, Vice Chairman and Chief Executive Officer under company by-law (art. 21) have the power to represent the Company, in law and on behalf of the Company, with the authority to undertake all measures compliant with Board decisions. Furthermore, the Board of Directors may, as permitted in law, assign powers to other directors, executives, representatives and managers within the limits set by the Board. The Board of Directors voted on 15 December 2000 to confer specific management powers on the Vice Chairman Roberto Bettega and the Chief Executive Officer Antonio Giraudo. The Board of Directors voted on 4 September 2001 to confer on the Director and General Manager Luciano Moggi specific management powers for sport. INDEPENDENT AUDITORS The Shareholders Meeting of 4 September 2001 appointed PricewaterhouseCoopers S.p.A. as independent auditors of the Financial Statements for the three-year period of 2001/2002, 2002/2003 and 2003/2004 and for limited audit of the Six-Monthly Report at 31 December 2001, 2002 and 2003. 5 Reports and Financial Statements at 30 June 2003
L ETTER FROM the Chairman
JUVENTUS FOOTBALL CLUB This year has been marked by the tragic passing of two great personalities in the world of Juventus: Giovanni Agnelli and Vittorio Chiusano. Giovanni Agnelli was one of the greatest and best-known figureheads of our nation. He was a symbol of whom we were all proud. His human qualities and entrepreneurial flair, his culture and balance, his diplomacy, wisdom and all-embracing interests gave him a prestige and reputation that was recognised by all. After fifty years of steadfast and tireless work, Vittorio Chiusano reached the pinnacle of the legal profession and earned the admiration, the esteem and the deep affection of his pupils and many colleagues. Both of them had a special place in their hearts for their beloved Juve, behind which Giovanni Agnelli had been one of the driving forces throughout his entire life, and for thirteen years Vittorio Chiusano made a decisive and generous contribution to the attainment of its results. Our lasting gratitude to them will forever be tinged with sorrow. Today they would have shared our joy for the year s sports and economic successes. After the championship victory on 5 May 2002, our First Team managed to repeat the exploit once again the 27th in the series, (backing this up with victory in the Italian Super Cup, the fourth in our history) and trouncing every rival in the Champions League, including Real Madrid, to reach the final. The youth sector did equally well: the Primavera team won the prestigious Viareggio tournament, bringing many promising young talents into the limelight. All this has increased the number of Juventus fans and supporters around the world, as was plain to see in the recent tour in the USA. Excellent financial results were also posted, despite the well-known difficulties in the sector that gave rise to the so-called decreto salvacalcio (law no. 27 of 21 February 2003) which your Company decided not to utilise. The positive result stems from the considerable growth in revenues (all and in particular those from the U.E.F.A. Champions League), cost management and the capital gains from the sale of 27.2% of the subsidiary Campi di Vinovo S.p.A. that made it possible to compensate the reduction in the gains from player trading caused by market trends. And now let s look to the future: the Mondo Juve project is moving forward in Nichelino and Vinovo as is the Stadio Delle Alpi (with adjacent areas), for which the notary deed has already been signed (on 15 July 2003) with the acquisition of the lease. Our thanks for this operation go to the Mayor of the City of Turin and his staff.
In addition, our 12-year commercial partnership with Nike has begun and this will extend the impact of our brand to new markets. Our thanks go to Lotto Italia, which accompanied us for three years. Our social commitment is as strong as ever: after three years, the project Un Sogno per il Gaslini (restructuring of the hospital) has been completed; relations have continued with the Missioni Don Bosco for the Fatti e Progetti per i Giovani project, with the University of Turin, with the Fondazione Piemontese per la ricerca sul Cancro and with the Gruppi di Volontariato Vincenziano. In addition, after the earthquake in Molise, we collaborated on the project for the restructuring of the school sports hall of the Liceo Scientifico of Santa Croce di Magliano. For the third time, this social commitment won the Scudetto della Solidarietà award from Vita non profit magazine. The mandate of all the members of the Board of Directors expires with the Shareholders Meeting and, on this occasion, I would like to let our shareholders know how grateful we are for the trust they have placed in us. We would also like to thank the Statutory Auditors, Independent Auditors, Managers, Personnel, Technical Staff and Players for all they have given and the results they have enabled us to achieve. A special wish for the new Board: may you continue to raise your sights and achieve ever higher goals true to the hundred-year tradition of Juventus! My warmest greetings 9 Franzo Grande Stevens Reports and Financial Statements at 30 June 2003
S E A S O N S of Triumphs
Founded in 1897 thanks to the idea of a group of young students from the Liceo D Azeglio school in Turin, Juventus won its first Italian championship as early as 1905 after only a few years and the switch to the current black and white strip. In 1923, Giampiero Combi, one of the greatest goalkeepers of all time, made his debut for the team. Edoardo Agnelli, the son of the founder of Fiat, was elected Chairman of the club, the beginning of a special association that was to JUVENTUS FOOTBALL CLUB last through the years. The number of fans grew rapidly, and in 1925/26 the bianconeri won their second championship, the prelude to a cycle of victories that led them to win 5 championships in a row. The Juventus trainer in that period was Carlo Carcano and his team included legendary players like Orsi, Caligaris, Monti, Cesarini, Varglien I and II, Bertolini, Ferrari and Borel II. In this period, the team made a fundamental contribution to the Italian squad which won its first World Cup in 1934. The championship victories gave Juventus its first true international experience, participating in the European Cup (now the U.E.F.A. Champions League), and reaching the semi-finals on 4 occasions. With Giovanni Agnelli as Chairman from 1947, the team won two more championships. The top players of the time were Carlo Parola and Giampiero Boniperti who was to set the club s playing record (444 games) and goal-scoring record (177). With Omar Sivori and John Charles, Juventus won 3 consecutive championships and in 1961 the team was the first to receive the star for winning 10 Championships. After the championship victory of 1966/67, Juventus began a long and triumphant cycle which coincided with the arrival as Chairman in 1971 of Giampiero Boniperti. The team was lead by trainers with a powerful personality: Vycpalek, Parola and, above all, Giovanni Trapattoni. On the field, alongside great Italian champions like Zoff and Scirea, Tardelli and Cabrini, Causio and Paolo Rossi, Gentile and Furino, Anastasi and the current Vice Chairman Roberto Bettega, were many foreign super stars, headed by Michel Platini. Juventus, by now a leading team in Italian and international football, became, together with AFC Ajax, the only club to win all the most important international competitions. Other victories followed: the U.E.F.A. Cup and Italian Cup under the trainer Dino Zoff, and the U.E.F.A. Cup again. Juventus recent history is linked to the work of the current management group under the chairmanship of Vittorio Caissotti di Chiusano (1990-2003). Trained by Marcello Lippi and with the hallmark of champions like Gianluca Vialli and Alessandro Del Piero, the team won a further 5 Championships and dominates the international scene. Since 1994, Juventus has not only gone from strength to strength on the field but also, in the wake of some important regulatory changes 1, has gradually transformed itself from a sports club into a business. In particular, the sale of television rights has enabled the Company to modify the composition of its revenue, exploiting the economic potential offered by large audiences for football matches and its presence in the mass media. In the last few years, First Team has firmly established itself and the Juventus brand has been enhanced, developing projects connected to its core business. The aim is to provide the Company with fixed assets appropriate to the running of its football activities and as promotion, advertising and commercial support with a view to establishing itself as an entertainment & leisure group. The stock market listing on 20 December 2001 was an important first step. This operation contributed to the financing of projects which have been planned for some time, such as the acquisition and restructuring of the Stadium, the construction of the new Training Centre and the development of the Mondo Juve project for entertainment, leisure and commercial purposes. These are the strategic decisions that will enable the Company to pursue its revenue diversification policy. 1 The abolition of the prohibition of profit-making for professional sports clubs and the recognition of the subjective nature and football clubs ownership of television rights.
ITALIAN CHAMPIONSHIPS 1905 1925/26 INTERCONTINENTAL CUPS 1985 1996 1930/31 1931/32 1932/33 1933/34 1934/35 1984/85 1995/96 U.E.F.A. CHAMPIONS LEAGUE 1949/50 1951/52 1957/58 1959/60 1960/61 1966/67 1971/72 1972/73 U.E.F.A. CUPS 1976/77 1989/90 1992/93 CUP WINNERS CUP 1983/84 13 1974/75 1976/77 1977/78 1980/81 1981/82 1983/84 1985/86 1994/95 1996/97 1997/98 2001/02 2002/03 EUROPEAN SUPER CUPS 1985 1996 ITALIAN CUPS 1937/38 ITALIAN SUPER CUPS 1995 1997 2002 2003 1941/42 1958/59 1959/60 1964/65 1978/79 1982/83 1989/90 1994/95 Reports and Financial Statements at 30 June 2003
FOR EXCELLENCE i n R e s u l t s
JUVENTUS FOOTBALL CLUB Excellent sports results and increasing profitability and shareholder value are the mission of Juventus, which it intends to pursue through the following closely linked strategic goals: - the maintenance of a technically excellent team, in order to be victorious or at least obtain significant results in domestic and international competitions; - enhancement of its brand value with a view to consolidating and building the profile of Juventus as a testimonial for the business world in order to further develop its commercial activities also by broadening its fan base in countries that have shown recent interest for the world of football; - the drafting and implementation of revenue diversification projects, with particular focus on the most stable and constant sources including investment in activities related to its core business in the fields of entertainment, leisure and retailing, thus making the most of the activities of the Team during the week and not only during official sports events. To reach these goals, Juventus intends to: - continue its careful player management policy and to pay maximum attention to the youth sector to ensure a constant inflow of young players; - continue to promote the Juventus brand in the world through the participation of the Team in tournaments and events in countries that have shown or will show interest in the world of football (North America, Africa, Far East), thus enhancing the Juventus brand in an increasingly European and international direction, also through the co-ordination of the management of the logo with the image of the Team and its players; - stipulate sponsorship contracts with companies that possess internationally-renowned brands, with a view to mutual strengthening of their respective distinctive logos; - complete the revenue diversification projects (Stadium and Mondo Juve projects) intended to transform Juventus from a media company into an entertainment & leisure group, enhancing the activity of the First Team.
STADIUM PROJECT On 15 July 2003, Juventus Football Club S.p.A. signed the notary agreement with the City of Turin for the ninety-nine year lease of the Stadio Delle Alpi and adjacent areas, renewable on expiry. Thanks to this agreement, Juventus will be able to restructure the Stadium to provide a better view of games and better reception for visitors, developing commercial activities inside it related to sport and football. Outside the Stadium, the Company will also have the right to create commercial activities (20,000 m 2 of GFA - gross floor area, 17,000 m 2 net sales area), construct a multiplex cinema (5,000 m 2 of GFA) and locate the Company offices there (5,000 m 2 ). MONDO JUVE PROJECT In March 2001, Juventus acquired control of Campi di Vinovo S.p.A., the company owning an area to the south of Turin in the municipalities of Nichelino and Vinovo. Part of this area (about 150,000 m 2 ), acquired by Juventus in the course of the year from Campi di Vinovo, will be the location of the new Juventus Training Centre, which will become the venue for the preparation and training of all the Company s teams, from the First Team to the Football School, as well as auxiliary sports and medical-health facilities and structures. The framework of the MONDO JUVE project also envisages activities in the fields of entertainment, leisure and retailing (about 85,000 m 2 of GFA), enhanced by the constant presence during the week of the Team and characterised by the bond with the Juventus brand. 17 Reports and Financial Statements at 30 June 2003
ECONOMIC AND FINANCIAL H i g h l i g h t s
/m JUVENTUS FOOTBALL CLUB 88.7 98/99 138.0 99/00 171.1 00/01 REVENUES BREAKDOWN 175.3 01/02 The revenues breakdown for Juventus at 30 June 2003 (figures from the reclassified Financial Statements): ticket sales represented 10.5% of the total, sponsorship and commercial revenues 25.3%, while 56.9% of the total came from television, radio and telephone rights and U.E.F.A. Champions League revenues, with about 7.3% from other sources. 43,533 7.0 CAGR 25% No. season tickets Season tickets sales ( /m) 34,284 6.4 98/99 99/00 35,446 6.8 35,703 6.9 215.4 02/03 33,438 00/01 01/02 02/03 6.5 25.3% 7.3% 10.5% REVENUES Revenues for 2002/2003 were 215.4 million, an increase of 22.9% compared to 175.3 million in the previous year, thanks to the increase in all components, confirming the positive trend of the past years (CAGR* of about 25% in the last five years). * CAGR - Compounded Average Growth Rate 56.9% Ticket Sales Television, radio and telephone rights and U.E.F.A. Champions League revenues Sponsorship, commercial and other related activities Other SEASON TICKETS 33,438 season tickets were sold in the 2002/2003 season, against 35,703 for the 2001/2002 season. Total net income, including additional services, was about 6.5 million, a decrease compared to about 6.9 million in the previous season.
NET INCOME /m 5.2 5.5 5.8 6.1 For the seventh year running, Juventus recorded a positive net income. The 2002/2003 financial year closed with a profit of about 2.2 million, down on the profit of about 6.1 million in the previous year. 98/99 99/00 00/01 01/02 2.2 02/03 PLAYERS REGISTRATION RIGHTS /m 220.6 The net book value of players registration rights at 30 June 2003 amounted to 174.1million, a decrease 166.6 174.1 compared to 220.6 million at 30 June 2002, following the amortisation for the year and the effect 99.1 of investments/disposals made in the Transfer 58.8 Campaign. 98/99 99/00 00/01 01/02 02/03 21 NET FINANCIAL POSITION The Net Financial Position has been positive in the last /m six years. At 30 June 2003 it was about 69.2 million, a fall compared to the position of 95 million at the end of 2002 following the investments made, the increase in net working capital, in the employees severance indemnity and other funds and the distribution of dividends, partly compensated by the cash flow (profit + depreciation and amortisation). SHAREHOLDERS EQUITY Shareholders Equity at 30 June 2003 was 99.6 million, in line with the 99.5 million of 30 June 2002. For a more detailed analysis of the economic and financial situation in the 2002/2003 financial year, reference should be made to the Report on Operations. 105.8 98/99 /m 24.4 98/99 95.0 99/00 28.3 99/00 67.6 00/01 32.5 00/01 95.0 01/02 99.5 01/02 69.2 02/03 99.6 02/03 Reports and Financial Statements at 30 June 2003
N U M B E R S that count
JUVENTUS FOOTBALL CLUB Tele+ and D+ STREAM national television total of 467 hours 54 minutes broadcast +16.5% over the 2001-2002 season www.juventus.com More and more worldwide, 58% contacts from Italy and 42% from abroad. A monthly average* of 15,000,000 page views and 1,000,000 unique visitors; A c o s t a n t l y Destined to grow like our fans**: Italy 12,878,000 +16%*** United Kingdom, France, Spain and Germany 8,228,000 +17%*** Poland, Czech Republic and Hungary 2,985,000 European total 24,091,000 * www.redsherif.it - May 2003 ** AC Nielsen C.R.A. - December 2002 - SPORT+MARKT European Football Monitor - May 2003 *** Compared to 2001 TELEVISION COVERAGE Sport System Europe-July 2002 - May 2003
46% of all fan are women* 25 growing fan base * Sport Fans Stage Up/TNS Abacus - June 2003 ** KIDSPEAK - WPP/Millward Brown - June 2003 The favourite team among children from 8 to 12**, with a market share of 35%, a full 14% ahead of the nearest competitor. Reports and Financial Statements at 30 June 2003
T HANK YOU P a r t n e r s
official sponsors institutional sponsors technical sponsor media partner
official suppliers technical suppliers licensees commercial partners Telephone rights GSM, GPRS and UMTS Club 100 in collaboration with Tribuna d onore Tribuna Est Casa Juventus Official uniform Official footwear 4 th official s bench Moving car Institutional Technological Event Match sponsor Others BARRET BRASILIA COMUNE DI CHIUSA PESIO EUROPCAR SAGIT PODOSTUDIO RONCHIVERDI SPORT + MARKT AG AGENA ALBERTO BOLAFFI ALEX DESIGN ALLEGRINI ART FANTASY BRUNO MARIO CABRINI EQUIPE CALCIO S.A. CMC CODEMASTER CODITAL COMPAR GROUP DECALCOMANIA DITAMO E.M. EDIZIONI ARCHIVIO ELECTRONIC ARTS EPI ESPERIA-BOTTECCHIA TOP CARD FAR FEDON FREEDOM GIOCHI PREZIOSI GRAPHOS ICAM INTERNATIONAL ACADEMY ISAP ISMEG JSV LATINWING LUCIANO ANTONINO MBI MGL MOIA OMBRELLI NEW IMAGE PANINI PARMALAT PREMIER 1 GRAND PRIX SANTI SCANDECOR SILVAMAGLIA SONY TARGET ITALIA TOGNANA TOTOLINE UEFA URSINO E C. WORKSHOP 1954 ZIPPO ITALIA
A CTING IN THE c o m m u n i t y
Juventus Football Club has always been a leading player in social solidarity projects. This active commitment can be seen in ongoing projects JUVENTUS FOOTBALL CLUB and charity initiatives. A commitment that drives new ideas and projects sparked by collaboration with those who work in the sector and by the enthusiasm of fans, sport lovers and, especially, young people. For the third year running, Juventus was awarded the solidarity cup, Scudetto della Solidarietà, by the weekly VITA non profit magazine for the club that stands out most for its community plans, generosity and structured projects. VITA drew up a table of 18 teams on the basis of initiatives by the clubs, players and, as of this year, also their fans. Solidarity and integration are the common elements in the projects launched in recent years. In particular: Fatti e Progetti per i Giovani, a wide-ranging programme aimed at improving the living conditions and education of many young people. Two goals are pursued: - solidarity. Alongside the Don Bosco Missions, Juventus has contributed to creating a Residential Centre for immigrant children from outside the EU. In the centre, which has also become a meeting point for young people from Turin, about 100 volunteers are involved in training, voluntary work, and preventing children from dropping out of school; - training and education. In collaboration with the Faculty of Economics of the University of Turin, Juventus has established a training course to attract young people to study sports management, combining the skills of teachers and professionals in the field and encouraging research into the management of sports organisations. 10 scholarships have been created in memory of Giovanni Alberto Agnelli. This collaboration has led to the creation of the degree course in Sports Management, with the best specialists in the field participating in courses and seminars.
The Residential Centre named after Edoardo Agnelli, in collaboration with the Associazione Gruppi di Volontariato Vincenziano, created to give a home to mothers in distress. Aid and support over many years for the work of the Fondazione Piemontese per la Ricerca sul Cancro, through the funding of a private transport service that links the city of Turin directly with the Cancer Research and Care Institute in Candiolo. In addition, in the course of 2002/2003, Juventus backed a special initiative with the Ministero dei Beni Culturali to finance the restructuring of the high school sports hall of the Liceo Scientifico of Santa Croce di Magliano, damaged by the earthquake that hit Molise in the autumn of 2002. Again during the 2002/2003 financial year, the various initiatives proposed by the club players and the association Un Sogno per il Gaslini were completed to collect the funds needed to restructure the Abbazia di San Gerolamo located within the Gaslini Hospital of Genoa. The work will make it possible to transform it into a place of study and recreation for young patients and their parents. 33 Reports and Financial Statements at 30 June 2003
S H A R E H O L D E R S and Investor Relations
Share capital Juventus Football Club S.p.A. share capital underwritten and paid-in amounts to 12,093,200, divided into 120,932,000 shares of the nominal value of 0.1. Treasury shares Juventus Football Club S.p.A. does not hold treasury shares. The Board of Directors meeting of 22 September 2003 voted to propose to the Shareholders Annual Meeting to renew the resolution authorising the purchase of its own shares, up to a maximum of 12 million Juventus shares, with a total allocation of 50 million. Shareholders At 7 November 2002, the date of the payment of the dividend for the 2001/2002 financial year, Juventus Football Club S.p.A. had approximately 40,000 shareholders. On the basis of the latest information available, the shareholding structure of Juventus Football Club S.p.A. is as follows: JUVENTUS FOOTBALL CLUB 62.0% IFIL Group LAFICO S.a.l. 7.5% 3.6% Antonio Giraudo In April 2003, the majority shareholding in Juventus was transferred from IFI S.p.A. to IFIL S.p.A. in the framework of a reserved capital increase and Juventus Football Club S.p.A. shares are therefore now held by Gruppo IFIL. Juventus Football Club S.p.A. share price trend and equity turnover 26.9% Free float /m 10 3.5 Equity turnover 9 Official Price 8 7 6 5 4 3 2 1 0 1/7 2/8 5/9 9/10 12/11 16/12 17/1 20/2 26/3 29/4 2/6 4/7 7/8 10/9 Juventus listing was an important step in the history of the club. The Public Offering of Sale and Subscription for the general public in the framework of the Global Offering of Juventus Football Club S.p.A. shares was held from 10 to 14 December 2001, while 20 December 2001 was the first day of listing on the Mercato Telematico Azionario (MTA) - STAR segment. The STAR (Segmento Titoli con Alti Requisiti) is the segment of the Mercato Telematico 3 2.5 2 1.5 1
Azionario of Borsa Italiana dedicated to small and medium capitalisation companies, operating successfully in their own sectors, which satisfy a series of specific requirements in terms of transparency, liquidity and corporate governance. On 12 September 2003 the official Juventus share price was 2.00 a decrease of about 46% compared to the value at listing on 20 December 2001 ( 3.7) and of 10% compared to the price on 1 July 2002 ( 2.22). During the 2002/2003 financial year, the share price increased in the weeks preceding the beginning of official competitions (from 2.22 recorded on 1 July 2002 to 2.54 on 28 August 2002) followed by a long downturn, bottoming out at a minimum on 14 February 2003 of 1.22, and a significant rally in the months of March, April and May 2003, decisive for the Championship and the U.E.F.A. Champions League (from 1.22 on 14 February 2003 to 2.48 on 27 May 2003). Since 29 May 2003 (the day following the U.E.F.A. Champions League final) the share price has taken a downward trend interrupted at the start of the 2003/2004 football season. The average daily equity turnover during the 2002/2003 financial year was 0.4 million. Financial communication and investor relations Juventus Football Club S.p.A. devotes particular attention to relations with Italian and international shareholders, analysts, institutional investors and journalists. In particular, in the 2002/2003 financial year: almost one thousand copies of the Annual Report and several hundred copies of the Six-Monthly Report and Quarterly Reports, in Italian and English, were distributed. Sent on request to shareholders, these publications are also available via the Internet site in the Investor Relations sections of www.juventus.com; institutional meetings with investors and analysts were held, organised by Banca IMI S.p.A. (September 2002) and by Borsa Italiana S.p.A. (February 2003), in collaboration with the AIAF - Associazione Italiana Analisti Finanziari; frequent contacts were maintained through individual meetings with financial analysts and institutional investors; ample information was provided through the daily, periodical, financial and sports press. In November 2002, the AIAF - Associazione Italiana Analisti Finanziari - published the results of analysis conducted by the Association itself on the online financial communication of companies listed in the STAR segment. Juventus was awarded first place in the special category, highlighting very positive results both in terms of content and ease of use, and in terms of interactivity and communication technology. 37 Reports and Financial Statements at 30 June 2003
REPORTS AND FINANCIAL STATEMENTS a t 3 0 J u n e 2 0 0 3
CONTENTS REPORT ON OPERATIONS 42 Significant events in 2002/2003 42 Review of results for 2002/2003 45 Other information 49 Significant events after closure of the 2002/2003 financial year 51 Business outlook 55 Situation and results of the subsidiary company Campi di Vinovo S.p.A. 56 Proposal for approval of the Financial Statements and allocation of income for the year 57 RECLASSIFIED BALANCE SHEET AND RECLASSIFIED INCOME STATEMENT AT 30 JUNE 2003 58 Reclassified Balance Sheet 59 Reclassified Income Statement 60 FINANCIAL STATEMENTS AT 30 JUNE 2003 62 Balance Sheet 62 Income Statement 66 Notes to the Financial Statement 68 Appendices 96 REPORT OF THE BOARD OF STATUTORY AUDITORS 107 REPORT OF THE INDEPENDENT AUDITORS 113 OTHER OGM MOTIONS 114 LIST OF SUBSIDIARIES AND OTHER SIGNIFICANT SHAREHOLDINGS AT 30 JUNE 2003 118
REPORT ON OPERATIONS SIGNIFICANT EVENTS IN THE 2002/2003 FINANCIAL YEAR Football season The First Team won the Championship for the second consecutive year, the 27 th in its history, its third Italian Super Cup and played the final of the U.E.F.A. Champions League, losing on penalties to Milan A.C.. The youth sector achieved generally excellent results in the various categories. In particular, the Primavera team won the 55 th Coppa Carnevale international tournament of Viareggio. 2002/2003 Transfer Campaign The 2002/2003 Transfer Campaign entailed an overall financial loss of 9.4 million, due to: /000 Investments (39,076) Termination of player sharing and acquisition of options (8,358) Disposals 38,012 BALANCE (9,422) 42 The economic effect, also including terminations of player sharing and the failure to exercise options, gross of any additional expenses, was positive for 14.4 million. The temporary purchases and disposals of players registration rights led to a net negative economic and financial effect for 8.1 million. The overall negative financial result is therefore 17.5 million of which: 16.8 million will be settled through the LNP (expenditure of 15.2 million in the 2002/2003 season; expenditure of 2.7 million in the 2003/2004 season; receipt of 1.1 million in the 2004/2005 season). The expenditure of 15.2 million influenced the net financial position at 30 June 2003, while the remaining negative balance of 1.6 million reduced the net working capital at the end of the 2002/2003 financial year. 2 million will be received directly from foreign football clubs (expenditure of 3.1 million in the 2002/2003 season; receipt of 2.5 million in the 2003/2004 season; receipt of 2.6 million in the 2004/2005 season). The expenditure of 3.1 million had an impact on the net financial position at 30 June 2003, while the positive balance of 5.1 million was recorded among receivables and, therefore, increased the net working capital at the end of the 2002/2003 financial year. 2.7 million (payment for consultancy services provided by sports agents) will be settled directly. On 26 July 2002, the indirect parent company IFI S.p.A. guaranteed the payment of the balance due from the 2002/2003 national Transfer Campaign, issuing a guarantee in favour of the F.I.G.C. LNP, as envisaged by the sports regulations in force, for a maximum total sum of 10.7 million. This guarantee is in addition to the existing sum of 86.9 million of the guarantee issued on 27 July 2001. Following the payments made in the year, at 30 June 2003 guarantees issued by IFI S.p.A. in favour of F.I.G.C. LNP for 53.5 million were still in force. As regards the international transfer of football players, for which a compensation system is not envisaged as it is for national Juventus Football Club Reports and Financial Statements at 30 June 2003
transfers, due to movements in the 2002/2003 financial year and in previous financial years, at 30 June 2003 the following guarantees issued by third parties were still in force: Banca Sella S.p.A. in favour of Credìt Foncier de Monaco and Compagnie Monegasque de Banque (to guarantee the balance of the sum agreed for the acquisition of the football player David Trezeguet) for a total of 10.3 million. Banca Sella S.p.A. in favour of Danubio Futbol Club (to guarantee the balance of the sum agreed for the acquisition of the football player Ruben Olivera) for 6.8 million. Relations with Sponsor companies For the 2002/2003 season, the Official Sponsor Europa TV S.p.A. again sub-licensed the sponsorship rights granted to it by Juventus to Fastweb S.p.A.. On 2 August 2002, a sponsorship contract for the U.E.F.A. competitions, the Italian Cup and the Italian Super Cup for the 2002/2003 season was also signed with Tamoil Petroli S.p.A.. The agreement envisaged a minimum fee of 4.5 million and a performance bonus of 2 million in the event of victory in the U.E.F.A. Champions League. On 30 June 2003, the three years of collaboration with Lotto Italia S.p.A. terminated. The new Technical Sponsor as of 1 July 2003 is Nike European Operations Netherlands B.V.. The commercial and economic aspects stemming from the collaboration with the new Technical Sponsor are described in the section on significant events after 30 June 2003. 2002/2003 Season Ticket Campaign 33,438 season tickets have been sold for the 2002/2003 season, against 35,703 in the 2001/2002 season. Gross receipts amounted to 7.8 million for net income of 6.5 million. In the 2001/2002 financial year gross receipts were 8.4 million for net income of 6.9 million. Distribution of the dividend for the 2001/2002 financial year The dividend (for a total of 1.5 million) voted by the Shareholders Ordinary General Meeting of 28 October 2002 regarding the 2001/2002 financial year was distributed in the course of the 2002/2003 financial year. Stadium In the framework of the administrative procedure for the acquisition of the long lease for the Stadio Delle Alpi area, which continued throughout the year, on 17 February 2003 the City Council of Turin voted its definitive approval to proceed with the notary deed as soon as the documentation required had been collected. The notary deed was stipulated on 15 July 2003. Training Centre On 8 April 2003, land for about 156,000 m 2 was purchased from the subsidiary company Campi di Vinovo S.p.A to create the Training Centre that will be used by the Juventus First Team and youth sector for training and preparation. The area, located in the Municipality of Vinovo, on the southern edge of Turin, was originally used for sports (horse racing and golf), activities now closed, and is therefore currently unused. The Company, also on the basis of the sworn specialist advice of an independent expert, has set the purchase price with the counterpart at 3.75 million. Juventus has financed the land purchase with its own funds and for the construction of the Training Centre will take advantage 43 Reports and Financial Statements at 30 June 2003 Report on operations
of the low-interest finance provided by the Istituto per il Credito Sportivo. Campi di Vinovo S.p.A. variation in shareholding In July 2002, Juventus Football Club S.p.A. paid the seller the sum of 7.8 million as the balance for 2,415,537 Campi di Vinovo S.p.A. shares (equal to 96.62% of the share capital and to 99.61% of the outstanding capital) purchased in 2001. This sum, added to the instalments paid in July 2001 and in January 2002 for a total of 9 million, took the total investment of Juventus Football Club S.p.A. for the purchase of Campi di Vinovo S.p.A. shares to 16.8 million. The purchase contract of 19 March 2001, later integrated and modified, envisaged a sum of 17.4 million, subject to a price revision clause according to the financial situation of Campi di Vinovo S.p.A. at 30 June 2002. This clause determined a reduction in the sum originally agreed by 0.6 million (from 17.4 million to 16.8 million). In the course of the 2002/2003 financial year, a further 2,707 Campi di Vinovo S.p.A. shares were purchased for a sum of 25 thousand, to be added to the 6,300 shares which had already been purchased in separate operations from various shareholders in the course of the 2001/2002 financial year for an expenditure of 64 thousand. 44 In the framework of enhancing the Mondo Juve project, on 30 June 2003, Juventus Football Club S.p.A. sold 27.2% of the share capital of the subsidiary company Campi di Vinovo S.p.A. to Costruzioni Generali Gilardi S.p.A., a Turin construction company, at the price of 37.3 million, generating a capital gain of about 32.5 million. On 15 July 2003, Costruzioni Generali Gilardi S.p.A. paid a first partial payment of 2 million. The balance of 35.3 million (the payment of which is guaranteed by pledge on the shares sold) will be paid by 30 June 2005. Juventus Football Club S.p.A. granted Costruzioni Generali Gilardi S.p.A. a put option on the shareholding sold at a price in line with the sale price and dependent upon the future development of the activities of Campi di Vinovo S.p.A.. At 30 June 2003 Juventus therefore held 1,744,544 shares equal to 69.78% of the share capital (71.94% of the outstanding capital) of Campi di Vinovo S.p.A.. Law no. 27 of 21 February 2003 measures in favour of professional football companies Legislative Decree no. 282 of 24 December 2002, as amended and definitively approved by the Senate on 18 February 2003, published in the Gazzetta Ufficiale as Law no. 27 of 21 February 2003, specifies in Article 3, paragraph 1bis, measures concerning the financial statements of professional sports companies. For this purpose, Juventus Football Club S.p.A. has commissioned an expert, a registered chartered accountant, to assess the many aspects of this complex matter in order to ascertain whether the conditions exist for Juventus to align the values of the players registration rights so as to draw up a possible sworn report. The expert gathered detailed information on trends in the national and international football markets and heard the opinion of numerous authoritative professionals. On the basis of the analysis conducted by the expert, considering the uncertainties in the application of the measure, Juventus Football Club S.p.A. has decided not to avail itself of the faculty envisaged by Law no. 27 of 21 February 2003 and has decided, therefore, not to write down the value of players registration rights, holding that, after due consideration, the normal process of amortisation, referring to the duration of the contract of each individual football player, is more prudent and compatible with the expected future income capacity. Juventus Football Club Reports and Financial Statements at 30 June 2003
U.E.F.A. licences Through the National Federations, the U.E.F.A. has launched the so-called licence system, together with regulations of various kinds (infrastructure, legal, organisational, financial) that define whether or not clubs that have won on the pitch the right to play in European competitions may actually do so. The clubs concerned must ask for the U.E.F.A. licence from their own federation; it will be valid for one season and will make it possible to play in European club competitions. The U.E.F.A. licence will be compulsory from the 2004/2005 season. In the meantime, the Italian Federation, through the Lega, has prepared the national manual (based on the U.E.F.A. manual) and the individual regulations are being integrated into the existing F.I.G.C. regulations. The 2003/2004 financial year can be used by the clubs to adapt to the demands of the national manual. Miscellaneous A tax inspection by the Agenzia delle Entrate Direzione Regionale del Piemonte (1 ufficio di Torino) concerning 1999 began on 19 February 2003. It was completed on 4 April 2003, entailing a limited extra tax payment for VAT. The Company availed itself of Law no. 289/2002 (the so-called condono fiscale ), opting for questions of VAT and taxes withheld at source for the application of Art. 8 (the so-called Integrativa semplice ) concerning the calendar years from 1997 to 2001, while for direct taxes it opted for the application of Art. 9 (the so-called Definizione automatica per gli anni pregressi ) regarding the financial years from 1997/1998 to 2000/2001. A declaration was presented electronically from which a total debt of 0.8 million emerges; this did not affect the income statement as the Company used part of the Fund for risks set aside in previous years. The financial years from 1997/1998 to 2000/2001 are, therefore, fiscally defined for the purposes of direct taxes. As regards the investigation by the judiciary against the Chief Executive Officer and company physician concerning the alleged improper use of medicines by Juventus football players, a number of investigative hearings were held in the period July 2002 June 2003 which will continue in the coming months. ANALYSIS OF RESULTS FOR THE 2002/2003 FINANCIAL YEAR Revenues for the 2002/2003 financial year amounted to 215.4 million, an increase of 22.9% compared to 175.3 million in the previous financial year thanks to increases in all components. Ticket sales for 22.6 million against 14.7 million in the previous financial year, as well as television, radio and telephone rights and revenues from the U.E.F.A. Champions League, for 122.4 million, an increase over the 104 million in the previous financial year, benefited from the higher number of U.E.F.A. Champions League matches played on reaching the final of the European competition, compared to the 2001/2002 financial year when Juventus played only the first two rounds. The increase in revenue from sponsorship and commercial income ( 54.6 million, against 45.4 million in 2001/2002) is essentially linked to the increase in the annual sum due for official and technical sponsorship contracts, while other revenues ( 15.8 million, against 11.2 million in the previous year) record higher insurance payments for injured players. Operating costs in the 2002/2003 financial year came to a total of 199.1 million, a rise of 5.8% compared to 188.2 million in the 2001/2002 financial year essentially following higher rent and leasing costs ( 12.5 million, against 3.1 million 45 Reports and Financial Statements at 30 June 2003 Report on operations
in the previous year, due to the temporary acquisition of the registration rights of the players Ruben Olivera and Marco Di Vaio) and higher miscellaneous operating costs ( 24 million, against 18.3 million in 2001/2002, partly due to the costs of playing a greater number of matches in the U.E.F.A. Champions League in the 2002/2003 season) which more than compensated the reduction in personnel expenses ( 131.7 million, against 136.7 million of the previous year). Following the increase in revenues, higher than the rise in operating costs, the Gross Operating Margin for the 2002/2003 financial year was positive for 16.3 million, against a negative balance of 12.8 million in the previous year (+ 29.1 million). Amortisation for 2002/2003 financial year amounted to 62.4 million, a decrease compared to 69.2 million in the 2001/2002 financial year thanks to the strategy adopted by the Company in the 2002/2003 Transfer Campaign. Write-downs and Provisions at 30 June 2003 amounted to 1.3 million, a fall compared to 11.5 million at 30 June 2002 following lower provisions concerning the possible IRAP tax on capital gains on the disposal of players registration rights ( 1 million in the 2002/2003 financial year, against 5.1 million in the 2001/2002 financial year), the consequence of lower profits made in the period, and lower provisions for risks on sponsorship credits ( 0.1 million, against 6.3 million in the 2001/2002 financial year). 46 The Net Financial Result at 30 June 2003, including adjustments for financial operations, was positive for 4.1 million (negative balance of 1.9 million at 30 June 2002) mainly due to net revenues, for 2.8 million, deriving from the termination of player sharing (ex art. 102 bis N.O.I.F., that had determined net expenses for 2.2 million in the 2001/2002 financial year), the receipt of the extraordinary dividend ( 0.8 million) distributed by the subsidiary company Campi di Vinovo S.p.A. and the recording of the related tax credit ( 0.5 million). Net income from management of players registration rights in the 2002/2003 financial year came to 13 million, a decrease compared to 116.2 million in the 2001/2002 financial year, the year in which, among other items, the profits made following the disposal of the players Zinedine Zidane and Filippo Inzaghi were recorded. The difference reflects the change in conditions in the football player transfer market. The Result before Extraordinary Items at 30 June 2003 was negative for 30.3 million, a decrease compared to the positive result of 20.8 million in the previous year, due to the fall recorded in Player Management (negative for 55.3 million, against the positive result of 45.9 million in the previous year) not counterbalanced by the improvement in Operations excluding Player Management (positive for 25 million, against the negative result for 25.1 million in the 2001/2002 financial year). Extraordinary Items at 30 June 2003 showed a positive result of 39.8 million (negative result of 4.2 million in the 2001/2002 financial year owing to the presence of extraordinary expenses regarding listing for 5.9 million) thanks to the profit of 32.5 million recorded following the disposal of 27.2% of the share capital of the subsidiary company Campi di Vinovo S.p.A., receipts (for 2.4 million) from U.E.F.A. that refer to the VAT reimbursed by the Italian tax authorities on revenues from the U.E.F.A. Champions League for the 1997/1998 and 1998/1999 seasons, the reversal to income of part ( 2.8 million) of the Provisions for risks on IRAP on profits from the disposal of players registration rights which had become excessive after the Company complied with Law no. 289/2002 for the years from 1997 to 2001 the so-called condono fiscale, and the reversal to income ( 1.3 million) of the Allowance for doubtful accounts of the credit due from Juventus Football Club Reports and Financial Statements at 30 June 2003
Sevilla Futbol Club, received as expected, plus other minor variations. Taxes for the 2002/2003 financial year amounted to 7.4 million, against 10.5 million in the previous year. In particular, the 7.4 million regarding 2002/2003 refer to 4.1 million for IRAP and 3.3 million as the net balance between deferred and prepaid taxes. The Net Result for the 2002/2003 financial year was positive for 2.2 million, a reduction compared to the positive result of 6.1 million in the previous year, mainly due to the reduction in income from Player Management, compensated by the improvement in Operations excluding Player Management (positive for 64.8 million, against a negative result of 29.3 million in the previous year), and the reduction in the tax burden from 10.5 million at 30 June 2002 to 7.4 million at 30 June 2003. As far as financial aspects and assets are concerned, the following summary should be noted, in the scheme suggested by CONSOB (recommendation DEM/2080535 of 9 December 2002): OVERVIEW OF FINANCIAL DATA, ASSETS AND LIABILITIES /000 YEAR YEAR 2002/2003 2001/2002 NET FINANCIAL POSITION/(INDEBTEDNESS) - short term positive/(negative) components* 69,173 95,040 - mid-long term positive/(negative) components* - - TOTAL 69,173 95,040 FREE CASH FLOW AVAILABLE - variation in cash at bank and in hand (25,670) **27,950 - variation in short-term financial operation (197) (465) DEBT/EQUITY RATIO *** *** * Figures at the end of the relevant period. ** The variation in liquidity in the 2001/2002 financial year was significantly influenced by the extraordinary income of 62.6 million due to the capital increase recorded at listing. *** Considering that the Company at 30 June 2003 and at 30 June 2002 has neither short-term nor medium/long-term debt, this index is not significant. The following points should also be noted: the Net Financial Position at the end of June 2003 was positive for 69.2 million, a reduction compared to the positive result of 95 million at the end of June 2002. The positive result of 69.2 million deriving from liquid assets for 67.2 million ( 92.9 million at 30 June 2002) and financial operations for 2 million ( 2.1 million at 30 June 2002) held by unrelated third parties. The Net Financial Position at 30 June 2003 does not therefore include any debt and/or credit position towards related parties. The reduction of 25.8 million in the Net Financial Position is due to the increase in the net working capital ( 82.5 million), the increase in the Employees Severance Indemnity and other funds ( 17.2 million), net investments made ( 23 million) and the distribution of dividends ( 1.5 million) partially compensated by the cash flow (profit + depreciation and amortisation) for 64.6 million, net of other negative variations in shareholders equity ( 0.6 million). As regards the effects of advance receipts on the net financial position (with the related impact on the Net Working Capital in terms of prepaid income included in operating debts), it should be underlined that, as specified in the contract with Europa TV/Telepiù, which was taken over on 1 June 2003 by Sky Italia S.r.l., the sums agreed for the granting of encrypted television rights (for Italy) for the 2004/2005 season were received in June 2003 (for a sum of 77.5 million), while the 47 Reports and Financial Statements at 30 June 2003 Report on operations
sums relating to the 2003/2004 financial year (for 81.6 million, 71.3 million of which for Italy and 10.3 million for the foreign right) were received in June 2002. It should be noted that the sum relating to the foreign rights pertinent to the 2004/2005 season, for 10.3 million, was received in July 2003. the Net Working Capital at the end of June 2003 was negative for 142.8 million, an increase of 82.5 million compared to the negative figure of 225.3 million at 30 June 2002, mainly due to lower net indebtedness towards other football clubs ( 10.6 million, against 35.4 million), to the increase in other net operating credits ( 103.9 million, against 36,1 million) and net of the increase in other operating debts ( 236.1 million, against 226 million). the Net Book Value of Players Registration Rights at 30 June 2003 amounted to 174.1 million, a decrease compared to 220.6 million at 30 June 2002 following amortisation for the period and net of movements in the 2002/2003 Transfer Campaign. Shareholders Equity at 30 June 2003 was 99.6 million, in line with the 99.5 million at 30 June 2002. As the net financial position continues to be positive, the Net Debt/Equity ratio is not significant. For further detailed information, see the statement of cash flow. 48 Juventus Football Club Reports and Financial Statements at 30 June 2003
OTHER INFORMATION Operations with parent companies, with the subsidiary company and with companies of the IFI Group and related parties The operations between Juventus and its parent companies, the subsidiary company, companies of the IFI Group and other related parties are conducted in observance of the laws in force on the basis of evaluations of reciprocal economic advantage. The financial and economic relations with the companies of the IFI Group are as follows: RECEIVABLES PAYABLES REVENUES EXPENSES /000 AT 30/06/03 AT 30/06/03 01/07/02-30/06/03 01/07/02-30/06/03 IFIL S.p.A. 0.7-21.0 - IFI S.p.A. 1.9 136.1 623.6 277.0 AUGUSTA ASSICURAZIONI S.p.A. - 14.3 1.2 47.2 CAMPI DI VINOVO S.p.A. 468.9 5.2 167.5 13.6 COMAU SYSTEM S.p.A. - - 5.0 - EDITRICE LA STAMPA S.p.A. - 47.5-106.9 FIAT AUTO S.p.A. 359.4 39.8 1,505.0 716.5 FIAT INFORMATION & COMMUNICATION SERVICES S.r.l. - - - 1.8 FIAT SEPIN S.c.p.A. - 3.2-5.6 GLOBAL VALUE S.p.A. - 1.3-3.1 H.R. SERVICES S.p.A. - 4.7-7.7 I.T.S. S.r.l. - 2.1 - - PUBLIKOMPASS S.p.A. 0.3 - - 1.6 SADI S.p.A. - - - 0,2 SISPORT FIAT S.p.A. - 24.4-138.1 SOIEM S.p.A. 0.2 54.4 0.3 209.8 TORO ASSICURAZIONI S.p.A. 24.8 22.1 2,610.9 4,021.0 WORKNET - SOCIETA DI FORNITURA DI LAVORO TEMPORANEO S.p.A. - 4.5-14.6 TOTAL 856.2 359.6 4,934.5 5,564.7 In addition, the following operations were conducted between Juventus Football Club S.p.A., the indirect parent company IFI S.p.A., the companies of the Group and the subsidiary company Campi di Vinovo S.p.A: operations of a financial nature: the indirect parent company IFI S.p.A. issued guarantees related to the transfer campaign in the 2002/2003 financial year for 10,741 thousand. At 30 June 2003 guarantees were still in force relating to the transfer campaign for the 2001/2002 financial year for 45,861 thousand and of the 2002/2003 financial year for 7,634 thousand, the part due of the 10,741 thousand; financing operation at normal market rates for 75,000 thousand to IFI S.p.A., totally settled; purchase of software users licences for 2 thousand from Global Value S.p.A.; expenses carried forward per consultancy for the Mondo Juve Training Centre and Stadio Delle Alpi projects for 200 thousand from Campi di Vinovo S.p.A.; charging of expenses sustained for the Mondo Juve Commercial Centre project for 3,751 thousand to Campi di Vinovo S.p.A.; 49 Reports and Financial Statements at 30 June 2003 Report on operations
purchase of the property complex located in the municipality of Vinovo for the Mondo Juve Training Centre project for 3,750 thousand from Campi di Vinovo S.p.A.. As regards other related parties, for the period 1 July 2002 30 June 2003, expenses are due in favour of Football Management S.r.l. for 399.5 thousand and in favour of GEA World S.p.A. for 777 thousand, following consultancy services for operations regarding the management of contracts for players registration rights and related image exploitation rights; revenues are due for the consultancy provided to the football club Al-Itthiad for the Summer Camp held in Valle d Aosta in August 2002 for 788 thousand; the registration rights of the player Baccin Dario have been definitively sold to the football club Al-Itthiad for 1,523 thousand. Shares held by Directors and Statutory Auditors The shares held in Juventus Football Club S.p.A. and the subsidiary company (Campi di Vinovo S.p.A.) by Directors and Statutory Auditors of Juventus Football Club and by others as specified in Art. 79 of Consob decision 11971 of 14 May 1999 are as follows. NUMBER OF NO. OF SHARES NO. OF SHARES NUMBER OF SHARES HELD PURCHASED IN THE PERIOD SOLD IN THE PERIOD SHARES HELD SURNAME AND NAME COMPANY AT 30/06/02 01/07/02-30/06/03 01/07/02-30/06/03 AT 30/06/03 50 DIRECTORS CAISSOTTI DI CHIUSANO Vittorio BETTEGA Roberto GIRAUDO Antonio MOGGI Luciano CERUTTI Giancarlo GADHAFI Saadi MARRONE Virgilio PININFARINA Andrea SARACCO Claudio WINTELER Daniel John STATUTORY AUDITORS GIORGI Giorgio FERRERO Alberto RE Carlo Juventus Football Club S.p.A. (a) 10,180 - - 10,180 Juventus Football Club S.p.A. (a) 90 347,525 (c) - 347,615 Juventus Football Club S.p.A. (a) 4,380,100 - - 4,380,100 Juventus Football Club S.p.A. (a) 5 347,525 (c) - 347,530 Juventus Football Club S.p.A. (a) 1,530 - - 1,530 Juventus Football Club S.p.A. (b) - 500-500 Juventus Football Club S.p.A. (a) (d) - - - - Juventus Football Club S.p.A. (a) - - - (f) - Juventus Football Club S.p.A. (a) (d) - - - - Juventus Football Club S.p.A. (a) - - - - Juventus Football Club S.p.A. (a) (e) - - - - Juventus Football Club S.p.A. (a) - - - - Juventus Football Club S.p.A. (a) - 500 500 - Juventus Football Club S.p.A. (a) - - - - (a) Owned directly. (b) Owned through spouse. (c) Shares acquired in the framework of the stock options plan, concerning Juventus shares owned by the indirect parent company IFI S.p.A., voted by the Board of Directors of the same parent company on 30 September 1997. (d) On the date of taking office (28 October 2002). (e) On the date of taking office (28 March 2003). (f) On the date of leaving office (25 March 2003). No director or auditor holds shares in the subsidiary company Campi di Vinovo S.p.A.. Juventus Football Club Reports and Financial Statements at 30 June 2003
SIGNIFICANT EVENTS AFTER THE CLOSURE OF THE 2002/2003 FINANCIAL YEAR Football season The 2003/2004 football season began with the fourth Italian Super Cup victory, played in New York against Milan A.C. S.p.A., the winner of the 2002/2003 Italian Cup. This was the 50 th success in the club s history. 2003/2004 Transfer Campaign The Transfer Campaign in the 2003/2004 season is divided as is usual into two phases: the first from 1 July to 30 August 2003, the second from 2 January to 31 January 2004. In the course of the first phase of the 2003/2004 Transfer Campaign, Juventus Football Club S.p.A. completed the following main operations concerning players registration rights: definitive purchase from A.C. Chievo Verona S.p.A. of the registration rights of the football player Nicola Legrottaglie for a sum of 7.55 million payable in four years; exercise of the option with Parma A.C. S.p.A. for the definitive acquisition of the registration rights of the football player Marco Di Vaio; the price of exercising the option, of 14 million, will be paid in three instalments: 4 million in the 2003/2004 financial year, 5 million in the 2004/2005 financial year and 5 million in the 2005/2006 financial year; agreement with Hellas Verona F.C. S.p.A. to terminate, in favour of Juventus Football Club S.p.A., the sharing (ex art. 102 bis N.O.I.F) of the registration rights of the football player Mauro German Camoranesi, for a sum of 5 million which will be paid by Juventus Football Club S.p.A. in two instalments: 3 million in the 2003/2004 financial year and 2 million in the 2004/2005 financial year; agreement with Parma A.C. S.p.A. for the temporary acquisition of the registration rights of the football player Stephen Appiah for a sum of 2 million. At the same time, Juventus, with the agreement of the player, acquired the option for the definitive acquisition in the 2004/2005 season of the registration rights of the football player. The price for exercising the option was set at 6 million, which, in the event of the option being exercised, will be paid in 3 annual instalments starting in the 2004/2005 season; agreement with Club Atletico River Plate for the free temporary disposal of the registration rights of the football player Marcelo Salas. At the same time, Juventus Football Club S.p.A. granted River Plate an option for the definitive acquisition of the registration rights of the football player starting in the 2004/2005 season. The price for exercising the option was set at 12 million; agreement with Piacenza F.C. S.p.A. to terminate, in favour of Juventus Football Club S.p.A., the sharing (ex art. 102 bis N.O.I.F) of the registration rights of the football player Enzo Maresca, for a sum of 2.6 million that will be paid by Juventus Football Club S.p.A. in two equal annual instalments in the course of the 2003/2004 and 2004/2005 financial years; agreement with Parma A. C. S.p.A. for the definitive disposal of the registration rights of the football player Emiliano Moretti for a sum of 1.8 million payable in three annual instalments starting in the 2003/2004 season. This operation generates a loss of 0.2 million, gross of any additional charges, which will be recorded in the course of the 2003/2004 financial year. On the basis of the operations completed, the first phase of the Transfer Campaign entailed a financial loss of 39.4 million, due to: 51 Reports and Financial Statements at 30 June 2003 Report on operations
/000 Investments (46,568) Termination of player sharing and acquisition of options (3,770) Disposals 10,978 BALANCE (39,360) The economic effect, also including terminations of player sharing and the failure to exercise options, gross of any additional expenses, was positive for 2.3 million. The temporary purchases and disposals of players registration rights led to a net negative economic and financial effect for 1.1 million. The overall negative financial result is therefore 40.5 million of which: 31.3 million will be settled through the LNP (expenditure of 15.5 million in the 2003/2004 season; expenditure of 8.5 million in the 2004/2005 season; expenditure of 5.7 million in the 2005/2006 season and expenditure of 1.6 million in the 2006/2007 season). The expenditure of 15.5 million will influence the net financial position at 30 June 2004, while the remaining negative balance of 15.8 million will reduce the net working capital at the end of the 2003/2004 financial year. 6.4 million will be paid directly to foreign football clubs (expenditure for 2.8 million in the 2003/2004 season; expenditure of 1.7 million in the 2004/2005 season; expenditure of 1.9 million in the 2005/2006 season). The expenditure of 2.8 million will have an impact on the net financial position at 30 June 2004, while the negative balance of 3.8 million will be recorded in accounts in debts and, therefore, reduce the net working capital at the end of the 2003/2004 financial year. 2.8 million (payment for consultancy services provided by sports agents) will be settled directly. 52 On 9 July 2003, Banca Sella S.p.A. guaranteed the payment of the deferred part of the negative balance determined by the first part (up to and including 5 July 2003) of the first phase of the national Transfer Campaign of the 2003/2004 season, issuing a guarantee in favour of F.I.G.C. LNP, as envisaged by the sports regulations in force, for a total maximum sum of about 20.6 million. This sum is to be added to the existing amount of 53.5 million covered by the guarantees issued on 27 July 2001 (for 45.8 million) and on 26 July 2002 (for 7.7 million) by the indirect parent company IFI S.p.A. in favour of F.I.G.C. LNP. Following the market operations in the first phase of the 2003/2004 national Transfer Campaign (up to and including 31 August 2003) the total guarantees outstanding in favour of F.I.G.C LNP will be reduced by 8.2 million. It should also be remembered that on 30 June 2003 the contract terminated with A.C. Perugia S.p.A for the temporary disposal of the football player Fabrizio Miccoli, who therefore returned to the First Team as of 1 July 2003. 2003/2004 Season Ticket Campaign The Season Ticket Campaign for the 2003/2004 season began on 1 July 2003. At 30 August 2003 27,141 season tickets had been sold (gross revenue of 8.0 million and net income of 6.7 million), against 29,212 season tickets sold in the 2002/2003 season (gross revenue of 6.6 million for net income of 5.5 million) for an equal number of days on sale. A total of 33,438 season tickets were sold in the 2002/2003 season, with gross revenue of 7.8 million for net income of 6.5 million. Relations with Sponsor companies On 1 June 2003, Sky Italia S.r.l., following the acquisition of Europa TV S.p.A., took over the sponsorship agreement stipulated Juventus Football Club Reports and Financial Statements at 30 June 2003
by Juventus Football Club S.p.A.. The sponsorship rights granted to Sky Italia S.r.l., have been sublicensed, again for the 2003/2004 season, to Fastweb S.p.A.. On 18 July 2003 the renewal of the sponsorship contract for the U.E.F.A. competitions, the Italian Cup and the Italian Super Cup for the 2003/2004 season was signed with Tamoil Petroli S.p.A.. The agreement envisages a fixed fee to be paid to Juventus of 4.5 million and a performance bonus of 2 million in the event of victory in the U.E.F.A. Champions League. As of 1 July 2003, the new Technical Sponsor of Juventus Football Club S.p.A. is Nike European Operations Netherlands B.V. ( Nike ). The agreement with the new Technical Sponsor, signed in November 2001, will last twelve years and envisages: technical sponsorship by Nike; the exclusive right of Nike to use and sublicense to third parties the Juventus brands and other intellectual property rights to produce, publicise and sell, worldwide and through all media, products and services (including the replica version of the match kit used by the First Team as well as sports clothing and accessories). On the basis of this contract, Nike will handle the entire licensing sector of the Company and will develop Juventus branded products and services, creating a network of traditional, on-line and mail-order retail sales outlets. To this end and in the framework of the contract, Nike has established and launched the operations of Juventus Merchandising S.r.l., fully owned by the Nike Group. Nike has the right to terminate the contract at the end of each three year period if the Nike Group were to find itself in seriously adverse business conditions. The minimum total sum guaranteed by the contract for the twelve years of the contract is 157.3 million. To this must be added the annual supplies of technical material by Nike to Juventus for a wholesale value in the first contractual year of about 2.3 million (the value of supplies is forecast to rise by 5% every three years). Furthermore, Nike will pay Juventus the following annual royalties on licensing and retail operations: 10% on net revenues of Juventus branded products exceeding 22.7 million (a percentage which rises to 12% and then 14% when sales of respectively 28.4 and 34.1 million have been reached); and 50% of net profits deriving from the sale of Juventus branded services and from retail operations. Finally, bonuses are envisaged in favour of Juventus when the First Team achieves certain pre-set national and international sporting results. Stadium On 15 July 2003 Juventus Football Club S.p.A. stipulated the notary deed with the City of Turin for the ninety-nine year lease of the Stadio Delle Alpi and adjacent areas, renewable on expiry. The sum agreed is 25 million + VAT, 1 million of which and the VAT on the entire amount paid at the signing of the deed, using liquid Company assets. The remaining 24 million will be paid in the following ways: 6 million when building permission is granted and 18 million in nine constant annual instalments starting on 15 July 2004. For future instalments, the possibility of using low-interest finance from the Istituto per il Credito Sportivo will be considered. The definitive designs will be finalised in the autumn. The beginning of the restructuring work on the Stadio Delle Alpi is planned for May 2004, at the end of the 2003/2004 football season. 53 Reports and Financial Statements at 30 June 2003 Report on operations
Foundation of the services company - Semana S.r.l. On 28 July 2003, Juventus Football Club S.p.A. and E.S.E. European Service Engeneering S.r.l., a sports facilities management company, have established the company Semana S.r.l., located in Strada Comunale di Altessano no. 131, Turin, with share capital of 100,000, which will provide the services required for the maintenance and management of the sports facilities. Juventus Football Club S.p.A. holds 30% of company capital, for an investment of 30,000, while E.S.E. S.r.l., the majority shareholder, holds 70% of company capital. On 12 August 2003, Juventus Football Club S.p.A. signed a sub-contracting contract with Semana S.r.l. for the provision of services concerning the management of the Stadio Delle Alpi. Campi di Vinovo S.p.A. variation in shareholding In July 2003, Juventus purchased 456 shares of Campi di Vinovo S.p.A.. Following this purchase, Juventus Football Club holds 1,745,000 shares equal to 69.8% of the share capital (71.96% of the outstanding capital) of Campi di Vinovo S.p.A.. The company s only other shareholder is Costruzioni Generali Gilardi S.p.A., which on 30 June 2003 purchased 27.2% of the share capital (28.04% of the outstanding capital). Campi di Vinovo S.p.A. further information It is noted that the OGM called to approve the financial statements at 30 June 2003 shall also appoint the new Board of Directors, as the current Board is at the end of its term. 54 In the course of July 2003, Campi di Vinovo S.p.A. received from Juventus Football Club S.p.A. interest-bearing financing at market rates of 2.5 million needed to cover the first advance payment envisaged by the preliminary sub-contract (stipulated on 30 June 2003 with Costruzioni Generali Gilardi S.p.A., the minority shareholder of Campi di Vinovo S.p.A.) for the works to be executed in Vinovo and Nichelino in the framework of the Mondo Juve project. On 22 July 2003 the Piedmont Regional Executive voted to approve the variations to the master development plan of the municipalities of Vinovo and Nichelino concerning the reclassification of the former horse racecourse as areas for production, industrial and commercial activities. Miscellaneous The Board of Directors, meeting on 12 August 2003, co-opted Franzo Grande Stevens, to replace the Chairman of the Company Vittorio Caissotti di Chiusano, deceased on 31 July 2003. Franzo Grande Stevens, who will remain in office until the OGM to approve these financial statements, was also nominated Chairman of the Board of Directors. The Board consequently voted to modify the composition of the Remuneration and Appointments Committee, whose members are now: Franzo Grande Stevens (Chairman), Daniel John Winteler, Giancarlo Cerutti. On 14 July 2003, in the framework of treasury operations, Juventus Football Club S.p.A. granted a short-term loan at market rates for a sum of 25 million to the parent company IFIL S.p.A.. The sum will be made available to Juventus Football Club S.p.A. by September 2003. On 8 August 2003 the Agenzia delle Entrate issued its resolution no. 174/E concerning Istanza di interpello art. 11 legge n. 212 del 27 luglio 2000 riferita all art. 7 D.P.R. n. 633 del 1972 in merito alla cessione dei diritti di utilizzazione economica delle partite di calcio, in response to a request for clarification by a football club. Juventus Football Club Reports and Financial Statements at 30 June 2003
On the basis of this resolution, it is stated that the revenues paid by U.E.F.A. to football clubs as a result of their participation in European competitions (U.E.F.A. Champions League) are to be considered as being performed outside the EU (the U.E.F.A. headquarters are in Switzerland) and as such not subject to VAT because they do not fall under the territorial requirements. During September 2003, Juventus Football Club S.p.A. deposited with F.I.F.A. a procedure to obtain from the English club Fulham Football Club Ltd. the payment of the balance due for the sale of the football player Van der Sar, due in August 2003. This credit is recorded in accounts for 3,256 thousand and is backed by a guarantee issued by a physical person. BUSINESS OUTLOOK The outlook for the 2003/2004 financial year may be significantly influenced by results in the football season, the economic effects deriving from the 2003/2004 Transfer Campaign and by any extraordinary operations referring to other assets. 55 Reports and Financial Statements at 30 June 2003 Report on operations
SITUATION AND RESULTS OF THE SUBSIDIARY COMPANY CAMPI DI VINOVO S.P.A. (share currently held: 69.8% of share capital, 71.96% of outstanding capital) In the 1 July 2002 30 June 2003 financial year the company conducted operations solely towards the parent company. In the framework of the company s limited operations, note should be made of the following: on 7 December 2002, the OGM of Campi di Vinovo S.p.A. voted the distribution of a dividend for a total sum of 824,500, equivalent to 0.34 for each share in circulation; on 8 April 2003, the subsidiary company Campi di Vinovo S.p.A. transferred to the parent company Juventus Football Club S.p.A. the property complex located in the municipality of Vinovo for a total value of 3,750 thousand plus VAT; the parent company Juventus Football Club S.p.A. charged the costs sustained regarding the Mondo Juve Commercial Centre project for 3,751 thousand plus VAT to the subsidiary company Campi di Vinovo S.p.A.; on 30 June 2003, Campi di Vinovo S.p.A. signed a preliminary sub-contract for the future execution of works for Mondo Juve with Costruzioni Generali Gilardi S.p.A.. The Board of Directors of Campi di Vinovo S.p.A. held on 22 September 2003 approved the Draft Financial Statements at 30 June 2003, which will be submitted for approval to shareholders at the OGM called for 24 October 2003, highlighting the following main information: 56 /000 30/06/03 30/06/02 Change Production value 223 213 10 Production costs 380 81 299 Income (loss) before extraordinary income and taxes (157) 132 (289) Net financial income/(loss) 10 (110) 120 Extraordinary income/(loss) 184 5 179 Earnings before taxes 37 27 10 Taxes 33 26 7 NET INCOME 4 1 3 SHAREHOLDERS EQUITY 11,406 12,226 (820) NET FINANCIAL POSITION 484 52 432 Considering the positive net result of 4 thousand, the value of the shareholders equity has not changed and will therefore be no impact on the Financial Statements of Juventus Football Club S.p.A.. Juventus Football Club Reports and Financial Statements at 30 June 2003
PROPOSAL FOR APPROVAL OF THE FINANCIAL STATEMENTS AND ALLOCATION OF INCOME FOR THE YEAR Dear Shareholders, the Financial Statements closed at 30 June 2003, which we submit for your approval, show a profit of 2,150,060, after having entered taxes for 7,392,658. We propose to allocate the net income for the financial year as follows: 10% as provided for by Art. 25 of the By-laws to be used for youth training school and technical/sports education 215,006 The remaining amount to the Retained profits reserve 1,935,054 NET INCOME 2002/2003 FINANCIAL YEAR 2,150,060 Turin, 22 September 2003 On behalf of the Board of Directors The Chairman Franzo Grande Stevens 57 Reports and Financial Statements at 30 June 2003 Report on operations
RECLASSIFIED BALANCE SHEET AND RECLASSIFIED INCOME STATEMENT AT 30 JUNE 2003 The tables in the Balance Sheet and Income Statement have been reclassified following financial analysis criteria in order to make them easier to read and to facilitate analysis of the Company's economic, asset and financial data. In particular, the Income Statement has been drawn up following a scheme that distinguishes "operations excluding player management" from "player management". The purpose of this scheme is to represent the profits and losses deriving from the disposal of players' registration rights and from the termination of player sharing contracts ex art. 102 bis N.O.I.F., the costs and revenues deriving respectively from the acquisitions and temporary disposals of players' registration rights as well as the costs related to the amortisation of these players' registration rights and any waiver to the exercise of option rights. Contingent assets and liabilities have been reclassified as extraordinary items in the Income Statement and costs related to third-party guarantees in favour of the Company have been reclassified under Net Financial Income/Loss. In addition, in the 2001/2002 financial year, commissions and charges related to the stock market listing have been reclassified as extraordinary items. The reclassification criteria chosen make it possible, in any case, to compare each item with those envisaged by the regulations in force for the annual accounts. 58 Juventus Football Club Reports and Financial Statements at 30 June 2003
RECLASSIFIED BALANCE SHEET /000 30/06/03 30/06/02 Change - Players registration rights 335,659 343,269-7,610 - Accumulated amortisation (161,601) (122,690) -38,911 Net players registration rights 174,058 220,579-46,521 Other net intangible fixed assets 559 712-153 Net tangible fixed assets 11,809 7,722 4,087 Net investments 25,112 21,896 3,216 NET FIXED ASSETS 211,538 250,909-39,371 - Net receivables from football clubs 84,365 118,542-34,177 - Payables to football clubs (94,957) (153,893) 58,936 Net credit/(debit) position to other football clubs (10,592) (35,351) 24,759 Other operating receivables 103,898 36,049 67,849 Other operating payables (236,112) (226,042) -10,070 NET WORKING CAPITAL (142,806) (225,344) 82,538 SEVERANCE INDEMNITY AND OTHER FUNDS (38,286) (21,071) -17,215 NET INVESTED CAPITAL 30,446 4,494 25,952 SHAREHOLDERS EQUITY 99,619 99,534 85 Current financial assets (1,975) (2,172) 197 Bank and post-office deposits (67,185) (92,861) 25,676 Cash at bank and in hand (13) (7) -6 NET FINANCIAL POSITION (*) (69,173) (95,040) 25,867 TOTAL NET SHAREHOLDERS EQUITY AND NET FINANCIAL POSITION 30,446 4,494 25,952 MEMORANDUM ACCOUNTS : Third-party assets held by the Company 62 39 23 Company assets held by third parties 1,993 1,256 737 Guarantees given 72,822 113,409-40,587 Guarantees received 7,938 14,932-6,994 Options granted by third parties 6,000-6,000 Third party options - - - Forward agreements 51,298 24,606 26,692 TOTAL MEMORANDUM ACCOUNTS 140,113 154,242-14,129 (*) Negative values indicated positive balances. 59 Reports and Financial Statements at 30 June 2003 Reclassified balance sheet
RECLASSIFIED INCOME STATEMENT 60 Ticket sales Television, radio and telephone rights and U.E.F.A. Champions League revenues Sponsorship, commercial and other related activities Other revenues TOTAL REVENUES Materials, goods and accessories Services Rents, leases and related costs Personnel costs Other operating costs TOTAL OPERATING COSTS GROSS OPERATING MARGIN Depreciation and amortisation Provisions and write-downs Net financial income/(loss) Adjustments to financial assets Income/(loss) from players registration rights INCOME (LOSS) BEFORE EXTRAORDINARY INCOME AND TAXES Extraordinary income/(loss) EARNINGS BEFORE TAXES Total taxes for the period NET INCOME Juventus Football Club Reports and Financial Statements at 30 June 2003
/000 YEAR YEAR 2002/2003 2001/2002 Operations excluding Player Total Operations excluding Player Total player management management player management management 22,589-22,589 14,663-14,663 122,413-122,413 104,023-104,023 54,612-54,612 45,443-45,443 14,804 1,016 15,820 10,907 297 11,204 214,418 1,016 215,434 175,036 297 175,333 (1,926) - (1,926) (1,959) - (1,959) (28,984) - (28,984) (28,132) - (28,132) (3,463) (9,050) (12,513) (2,819) (247) (3,066) (131,693) - (131,693) (136,691) - (136,691) (22,576) (1,435) (24,011) (18,304) - (18,304) (188,642) (10,485) (199,127) (187,905) (247) (188,152) 25,776 (9,469) 16,307 (12,869) 50 (12,819) (836) (61,581) (62,417) (940) (68,215) (69,155) (1,324) - (1,324) (11,529) - (11,529) 1,540 2,750 4,290 698 (2,154) (1,456) (197) - (197) (465) - (465) - 13,040 13,040-116,210 116,210 24,959 (55,260) (30,301) (25,105) 45,891 20,786 39,844-39,844 (4,187) - (4,187) 64,803 (55,260) 9,543 (29,292) 45,891 16,599 (7,393) (10,466) 2,150 6,133 61 Reports and Financial Statements at 30 June 2003 Reclassified income statement
FINANCIAL STATEMENTS AT 30 JUNE 2003 BALANCE SHEET ASSETS 30/06/2003 30/06/2002 Change B) FIXED ASSETS I) INTANGIBLE ASSETS: 3) Royalties for industrial patents and use of intellectual property 516,133 556,711-40,578 6) Fixed assets in progress and advance payments 43,119 155,000-111,881 8) Costs of players registration rights 174,057,825 220,578,569-46,520,744 Total 174,617,077 221,290,280-46,673,203 II) TANGIBLE FIXED ASSETS: 1) Land and buildings 10,252,228 6,721,984 3,530,244 2) Plants and machinery 109,950 195,480-85,530 3) Industrial and commercial equipment 312,049 379,779-67,730 4) Other assets 403,469 424,905-21,436 5) Fixed assets in progress and advance payments 731,348-731,348 Total 11,809,044 7,722,148 4,086,896 62 III) INVESTMENTS, with separate indication, for each item, of the amounts collectable within one year: 1) Shareholdings: a) subsidiary companies 12,128,513 17,444,656-5,316,143 c) players sharing costs ex Art. 102 bis N.O.I.F. 12,965,995 4,419,582 8,546,413 d) in other companies 2,587 2,587-2) Receivables: d) from others 14,940 28,694-13,754 Total 25,112,035 21,895,519 3,216,516 TOTAL FIXED ASSETS (B) 211,538,156 250,907,947-39,369,791 Juventus Football Club Reports and Financial Statements at 30 June 2003
BALANCE SHEET ASSETS 30/06/2003 30/06/2002 Change C) CURRENT ASSETS II) RECEIVABLES, with separate indication, for each item, of the amounts collectable after one year: 1) Trade receivables* 121,159,628 134,907,296-13,747,668 2) Subsidiary companies 468,915-468,915 4) Due from parent company 1,870-1,870 5) Due from others** 64,735,151 14,699,082 50,036,069 Total 186,365,564 149,606,378 36,759,186 III) CURRENT FINANCIAL ASSETS 6) Other securities 1,975,284 2,171,986-196,702 Total 1,975,284 2,171,986-196,702 IV)CASH AT BANK AND IN HAND: 1) Bank and post-office deposits 67,184,910 92,860,469-25,675,559 3) Cash at bank and in hand 13,219 7,372 5,847 Total 67,198,129 92,867,841-25,669,712 TOTAL CURRENT ASSETS (C) 255,538,977 244,646,205 10,892,772 D) ACCRUED INCOME AND PREPAID EXPENSES 1,897,261 4,984,894-3,087,633 TOTAL ASSETS 468,974,394 500,539,046-31,564,652 * of which 31,348,922 collectable after the next financial year ** of which 35,301,859 collectable after the next financial year 63 Reports and Financial Statements at 30 June 2003 Balance sheet
BALANCE SHEET LIABILITIES 30/06/2003 30/06/2002 Change A) SHAREHOLDERS EQUITY I) SHARE CAPITAL 12,093,200 12,093,200 - II) ADDITIONAL PAID-IN-CAPITAL 10,472,872 60,948,756-50,475,884 IV) LEGAL RESERVES 2,418,640 1,636,112 782,528 VII) OTHER RESERVES: Treasury shares acquisition reserve 50,000,000 17,000,000 33,000,000 Reserve art. 25 of Company By-Laws - - - VIII) RETAINED PROFITS 22,484,696 1,722,924 20,761,772 IX) NET INCOME 2,150,060 6,132,889-3,982,829 TOTAL SHAREHOLDERS EQUITY (A) 99,619,468 99,533,881 85,587 B) PROVISIONS FOR RISKS AND OTHER CHARGES 2) TAXES 29,451,541 10,284,246 19,167,295 3) OTHERS 6,498,410 8,920,653-2,422,243 64 TOTAL PROVISIONS FOR RISKS AND OTHER CHARGES (B) 35,949,951 19,204,899 16,745,052 C) EMPLOYEES SEVERANCE INDEMNITY 2,335,743 1,865,535 470,208 D) PAYABLES, with separate indication, for each item, of the amounts collectable after one year: 5) ADVANCE PAYMENTS - 3,740-3,740 6) TRADE PAYABLES 13,450,890 5,138,570 8,312,320 8) DUE TO SUBSIDIARY COMPANIES 5,205-5,205 10) DUE TO PARENT COMPANIES 38,440 41,152-2,712 11) TAX PAYABLES 23,329,331 23,297,679 31,652 12) DUE TO SOCIAL SECURITY BODIES 894,356 638,470 255,886 13) OTHER PAYABLES 33,910,515 40,504,754-6,594,239 14) DUE FOR PLAYERS SHARING COSTS EX ART. 102 BIS N.O.I.F. 5,784,556 5,371,151 413,405 16) DUE TO SPECIFIC SECTOR * 88,177,530 153,882,241-65,704,711 TOTAL PAYABLES (D) 165,590,823 228,877,757-63,286,934 E) ACCRUED EXPENSES AND DEFERRED INCOME 165,478,409 151,056,974 14,421,435 TOTAL LIABILITIES 468,974,394 500,539,046-31,564,652 * of which 20,494,711 collectable after the next financial year Juventus Football Club Reports and Financial Statements at 30 June 2003
BALANCE SHEET MEMORANDUM ACCOUNTS 30/06/2003 30/06/2002 Change THIRD PARTY GUARANTEES IN FAVOUR OF THIRD PARTIES - Risks for guarantees granted 72,822,277 113,409,279-40,587,002 THIRD PARTY GUARANTEES IN OUR FAVOUR Risks for guarantees received from third parties 7,937,939 14,932,369-6,994,430 FORWARD AGREEMENTS - RECEIVABLES 7,061,529 279,684 6,781,845 FORWARD AGREEMENTS - PAYABLES - 7,248,526-7,248,526 THIRD PARTY OPTIONS Purchase of players registration rights - - - OPTIONS GRANTED BY THIRD PARTIES Purchase of players registration rights 6,000,000-6,000,000 COMMITMENTS FOR PURCHASE OF PLAYERS REGISTRATION RIGHTS 43,635,063 11,943,260 31,691,803 COMMITMENTS FOR DISPOSAL OF PLAYERS REGISTRATION RIGHTS 600,505 5,134,070-4,533,565 THIRD PARTY ASSETS HELD BY THE COMPANY 61,864 39,347 22,517 COMPANY ASSETS HELD BY THIRD PARTIES 1,993,431 1,256,079 737,352 TOTAL MEMORANDUM ACCOUNTS 140,112,608 154,242,614-14,130,006 65 Reports and Financial Statements at 30 June 2003 Balance sheet
INCOME STATEMENTS Year Year Change 2002/2003 2001/2002 A) PRODUCTION VALUE 1) REVENUES FROM SALES AND SERVICES 22,589,103 14,663,276 7,925,827 5) OTHER REVENUES AND INCOME a) Income from temporary transfer of players 1,016,095 296,450 719,645 d) Sponsorship and other revenues 177,503,921 150,041,872 27,462,049 e) Other revenues and income 17,213,180 12,121,360 5,091,820 TOTAL PRODUCTION VALUE (A) 218,322,299 177,122,958 41,199,341 B) PRODUCTION COSTS 66 6) PURCHASES 1,926,493 2,202,720-276,227 7) SERVICE EXPENSES 29,289,936 31,814,194-2,524,258 8) LEASE AND RENT COSTS 12,512,830 3,078,477 9,434,353 9) PERSONNEL EXPENSES a) Salaries and wages 128,222,349 133,798,466-5,576,117 b) Social security contributions 2,900,048 2,392,651 507,397 c) Severance indemnity 570,386 499,721 70,665 e) Other costs 304 162 142 10) AMORTISATION AND DEPRECIATION a) Amortisation of intangible fixed assets 61,866,923 68,580,333-6,713,410 b) Depreciation of tangible fixed assets 550,461 575,025-24,564 d) Write-downs of receivables entered under current assets and cash at bank and in hand 100,217 6,331,180-6,230,963 12) ACCRUALS FOR RISKS Other risks 1,224,288 5,197,330-3,973,042 14) OTHER OPERATING EXPENSES a) Match organisation expenses 435,865 305,112 130,753 b) Official match expenses 116,913 119,564-2,651 c) Match registartion fees 4,823 4,782 41 d) Others 22,385,241 18,872,471 3,512,770 TOTAL PRODUCTION COSTS (B) 262,107,077 273,772,188-11,665,111 DIFFERENCE BETWEEN PRODUCTION VALUE AND COSTS (A-B) (43,784,778) (96,649,230) 52,864,452 C) FINANCIAL INCOME AND EXPENSES 15) INCOME FROM SHAREHOLDINGS with separate indication of those from subsidiary and associated companies a) From subsidiary companies 1,287,561-1,287,561 d) Others - 147,940-147,940 16) OTHER FINANCIAL INCOME a) from receivables entered under fixed assets, with separate indication of those from subsidiary and associated companies and those from parent companies - from others 243 853-610 Juventus Football Club Reports and Financial Statements at 30 June 2003
INCOME STATEMENT Year Year Change 2002/2003 2001/2002 c) from securities entered under current 20,392 20,392 - assets other than shareholdings d) other income, with separate indication of those from subsidiary and associated companies and those from parent companies: - from parent companies 606,644 119,094 487,550 - from others 3,351,032 3,339,462 11,570 17) INTEREST AND OTHER FINANCIAL EXPENSES with separate indication of those due to controlled and subsidiary companies and those due to holding companies d) from others 670,013 6,829,389-6,159,376 TOTAL FINANCIAL INCOME AND EXPENSES (15+16-17) 4,595,859 (3,201,648) 7,797,507 D) VALUATION ADJUSTMENTS TO FINANCIAL ASSETS 18) WRITE-UPS - - - 19) WRITE-DOWNS c) of securities entered under current assets other than shareholdings 196,702 464,933-268,231 TOTAL VALUATION ADJUSTMENTS TO FINANCIAL ASSETS (18-19) (196,702) (464,933) 268,231 E) EXTRAORDINARY INCOME AND EXPENSES 20) INCOME with separate indication of capital gains on disposals generating revenue which cannot be entered under item 5 a) capital gains on disposals 48,013,871 123,893,001-75,879,130 b) use of reserve art. 25 of the Company By-Laws 613,289 577,463 35,826 d) others 4,217,905 131,304 4,086,601 21) EXPENSES, with separate indication of capital losses on disposals the effects of which cannot be entered under item 14, and on taxes from previous years a) capital losses on disposals 2,447,425 7,675,797-5,228,372 c) other extraordinary expenses 1,469,301 11,104 1,458,197 TOTAL EXTRAORDINARY INCOME AND EXPENSES (20-21) 48,928,339 116,914,867-67,986,528 PROFIT BEFORE INCOME TAXES (A-B±C±D±E) 9,542,718 16,599,056-7,056,338 22) INCOME TAXES (7,392,658) (10,466,167) 3,073,509 NET INCOME 2,150,060 6,132,889-3,982,829 67 Reports and Financial Statements at 30 June 2003 Income statement
NOTES TO THE FINANCIAL STATEMENTS STRUCTURE AND CONTENTS The Financial Statements for the year closed at 30 June 2003 are drawn up in Euro. The tables in the Balance Sheet and Income Statement are expressed to the nearest Euro, while in the Report on Operations and these Notes they are shown in thousands of Euros, if not otherwise indicated. In some cases, the Income Statement and Balance Sheet at 30 June 2002 have been reclassified in order to aid easier comparison of data. The Notes to the Financial Statements have been drawn up in observance of Article 2427 of the Italian Civil Code and, since the listing of the Company on 20 December 2001, as laid down in the Consob regulations with decision no. 11971 of 14 May 1999, as modified and amended. The Balance Sheet and Income Statement tables indicate the variations in the individual items. Comments in the Notes to the Financial Statements are limited to the main items. The Appendices section, which is an integral part of the Notes to the Financial Statements, includes tables containing both the obligatory information required by the regulations in force and those held useful for the clarity and completeness of this Annual Report. 68 Pursuant to point 5 of Article 2428 of the Italian Civil Code, comments on the Significant Events after the closure of the year are found in the Report on Operations to which reference should be made. The Financial Statements at 30 June 2003 have not been drawn up as a consolidated report as the only company controlled by Juventus Football Club S.p.A. (Campi di Vinovo S.p.A.) as specified in Art. 2359 of the Italian Civil Code is excluded from consolidation through the application of clause 2, point a) of Art. 28 of legislative decree 127/91. The consolidation of Campi di Vinovo S.p.A. is at the moment effectively irrelevant for the purposes of true and fair representation of the financial and economic results of the controlling company Juventus Football Club S.p.A.. EVALUATION CRITERIA AND ACCOUNTING PRINCIPLES In preparing the Financial Statements at 30 June 2003, the provisions of the second paragraph of Article 2423 of the Italian Civil Code have been observed with respect to clarity and providing a true and fair view of the Company s financial position, assets and economic performance for the year. It should also be noted that in preparing the Financial Statements at 30 June 2003, no derogation has been made as per the fourth paragraph of Article 2423 of the Italian Civil Code. As laid down in Article 2423-bis of the Italian Civil Code, the Financial Statements at 30 June 2003 have been drawn up according to the general principles of prudence, accruals-matching and in the perspective of continuing the activity. Considering the first paragraph of Article 2423-ter of the Italian Civil Code and the particular activity of the Company, the rules indicated by the Federazione Italiana Giuoco Calcio, in the documents dated October 1993 and November 1995, and by the Commissione di Vigilanza per le Società di Calcio, have also been observed, enabling interpretation from the technical point of view of the laws, in observance of CONSOB regulations and recommendations. The Financial Statements at 30 June 2003 have been drawn up in observance of the criteria of evaluation and the accounting principles adopted for the Financial Statements for the year closed at 30 June 2002. Juventus Football Club Reports and Financial Statements at 30 June 2003
The evaluation criteria adopted are analysed below, indicating the reasons for their adoption, and comply with those specified in Article 2426 of the Italian Civil Code, to which explicit reference is made. INTANGIBLE FIXED ASSETS Players registration rights Players registration rights are entered at cost, inclusive of any incidental costs, and the amounts are net of amortisation as calculated on a straight-line basis in relation to the duration of the contracts stipulated with the individual football players. The original amortisation plan is extended if the contract is renewed in advance. The above-mentioned players registration rights are entered in the Financial Statements on the date on which the contracts are ratified by the Lega Nazionale Professionisti for national transfers and on the date of the transfer issued by the Federazione Italiana Giuoco Calcio for international transfers. For football players registered as giovani di serie (youth players), costs are amortised on a straight-line basis over 5 years. Other intangible fixed assets All other intangible fixed assets are entered at cost. The amounts are net of amortisation as calculated on a straight-line basis in relation to their remaining useful life. In particular, royalties for industrial patents and use of intellectual property are amortised according to the following criteria: - trademarks over 10 years; - software over 3 years; - the Juventus.com domain for the Internet site and the Immagini Juventus (Juventus Pictures) historical archives over 5 years. The total costs not yet amortised are covered by the reserves available. TANGIBLE FIXED ASSETS Tangible fixed assets are entered at purchase cost inclusive of incidental costs. The cost is adjusted by the related depreciation accumulated. In accordance with Article 10 of law no. 72 of 19 March 1983 no monetary or financial revaluation were carried out. Depreciation entered in the Income Statement was calculated on a straight-line basis, reduced to 50% for assets purchased during the period, on the basis of rates considered to be representative of their estimated useful economic and technical life. Purchases of assets with an individual value of less than 516 have been entered directly in the Income Statement. The annual depreciation rates are shown in the table below: Assets Rate Buildings 3.0% Light constructions 10.0% Fire-prevention, heating and electrical systems 10.0% Ordinary office machinery and furniture 12.0% Sanitary equipment 12.5% Sport equipment 15.5% Special technical systems 19.0% Telephone switchboard 20.0% Electronic office machines 20.0% 69 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
Ordinary maintenance and repair costs are entered in the Income Statement of the period in which they are sustained while those of an incremental nature are carried forward. INVESTMENTS Shareholdings in subsidiaries and other companies Shareholdings are evaluated at purchase cost (inclusive of incidental costs) determined with the LIFO method. If at the date of the closure of the period the value of a shareholding has fallen over time compared to the value of the purchase cost as defined previously, it is entered at this lesser value. Should the reasons for the adjustment cease to exist during subsequent periods, the value of the shareholding is restored within the limit of the purchase cost. Player sharing costs ex art. 102 bis N.O.I.F. These represent the value of the costs of 50% shareholdings in the football players contracts held by the companies which hold the players registration. Shares in such rights are entered at the cost sustained. Financial liabilities related to the disposal of player sharing costs, entered at nominal value, are entered under operating liabilities for player sharing. 70 RECEIVABLES AND PAYABLES Receivables are entered at their estimated realisable value, by the creation of an allowance for doubtful accounts rectifying their nominal value, while payables are entered at their nominal value. Receivables and payables in foreign currencies for countries outside the Euro monetary system are entered on the basis of the exchange rate on the date on which the transactions are carried out. Any net losses on exchanges, deriving from the adaptation of receivables and payables in foreign currencies to the average exchange rates of the month of June, are set aside in a special currency risk fund. Should, after the date of the operation from which receivables and payables originate, termed operations be carried out in foreign currency to cover currency exchange risks, the difference between the exchange rate on the day of the operation and that on the day of negotiation is deducted from or added, as necessary, to the Income Statement as financial income and expenses. CURRENT FINANCIAL ASSETS These are valued at purchase cost (inclusive of incidental costs) determined with the LIFO method, i.e. at their estimated realisable value, if this is lower, as calculated according to market performance. Should the reasons for the adjustment cease to exist, the values are restored within the limit of the purchase cost. CASH AT BANK AND IN HAND Cash at bank and in hand are entered at nominal value. Cash at bank and in hand in foreign currencies are aligned with the exchange rates at the end of the period. ACCRUED INCOME AND PREPAID EXPENSES These are calculated according to the economic relevance and period of reference in accordance with the principle of Juventus Football Club Reports and Financial Statements at 30 June 2003
correlation of operating costs and income. PROVISIONS FOR RISKS AND OTHER CHARGES This item includes provisions set aside to cover charges and probable losses for which, at the end of the period, the amount or date of occurrence cannot be determined. The accruals reflect the highest possible estimate on the basis of the information available. RESERVE FOR EMPLOYEES SEVERANCE INDEMNITY This indemnity is created on the basis of the sums matured by each individual employee at the end of the period, in compliance with the legislation and employment contracts in force. This liability is subject to annual revaluation, performed using special indices provided for by the existing legislation. MEMORANDUM ACCOUNTS These indicate commitments made, guarantees received and granted and third party assets held by the Company or Company assets held by third parties and are entered at nominal value. Contracts with deferred execution are entered at purchase and sale cost. INCOME AND EXPENSES These are entered in the Financial Statements according to the principles of prudence and accruals-matching. Premiums related to the achievements of sporting results and due to football players, trainers and managers, as with insurance payments for coverage of the same and premiums from sponsors, are entered in the Income Statement for the period in question at the actual date of the related sporting event. Revenues are recorded in reference to the actual date of the event (match dates); revenues from season tickets which are received at the end of the season preceding the relevant period are carried forward to the pertinent period following the same criterion (match dates). Financial income and expenses are entered in the Income Statement in the relevant period. These include capital gains and/or losses deriving from player sharing costs ex art. 102 bis N.O.I.F., on the basis of the date on which the contract is ratified by the Lega Nazionale Professionisti. Capital gains and losses deriving from the disposal of players registrations are classified as extraordinary incomes and expenses, in accordance with the accounting recommendations of the Federazione Italiana Giuoco Calcio and are entered on the basis of the date on which the contracts are ratified by the Lega Nazionale Professionisti for national transfers, and on the date of the transfer issued by the Federazione Italiana Giuoco Calcio for international transfers. The income/losses from disposals are determined as the difference between the price agreed and the residual accounting value, inclusive of any additional charges at the end of the quarter preceding that of disposal of players registration rights and pro rata temporis from the beginning of the financial year for other tangible and intangible assets. DIVIDENDS Dividends are entered in the period in which the distribution is voted. The related tax credit is entered when the dividend is effectively paid. 71 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
TAXES Taxes for the period are determined on the basis of the existing tax legislation. In the event of a temporary difference between the net profit and the taxable income for the calculation of IRPEG and IRAP, the temporarily deferred tax (asset and/or liability) is calculated taking into account the effective rate of taxation at the end of the period. Otherwise, reasonable estimates of IRPEG rates are used. The calculation of deferred and prepaid taxes is made each year. Deferred taxes are entered, on the basis of the principle of prudence, only if there is reasonable certainty that they will be recovered in the future. Taxes are not set aside for funds or reserves taxable for distribution should said distribution be improbable. Assets and liabilities in the form of deferred taxes are entered in the Balance Sheet among other receivables in the case of assets, and in the tax provisions in the case of liabilities; they are compensated if compensation is legally permitted. BALANCE SHEET ANALYSIS ASSETS FIXED ASSETS 72 Intangible fixed assets At 30 June 2003 and at 30 June 2002 these amounted respectively to 174,617 thousand and 221,290 thousand and are composed of: /000 30/06/2003 30/06/2002 Change Royalties on industrial patents and use of intellectual property 516 556-40 Fixed assets in progress and advance payments 43 155-112 Net players registrations rights 174,058 220,579-46,521 TOTAL 174,617 221,290-46,673 Amortisation for intangible assets in the 2002/2003 financial year amounts to a total of 61,867 thousand ( 68,580 thousand in the previous year). Players registration rights net of amortisation amount to 174,058 thousand at 30 June 2003, against 220,579 thousand at 30 June 2002. The decrease in players registration rights is due to the amortisation made in the period in question for 61,581 thousand, compensated partially by the difference between investments for 39,999 thousand and net disposals for 24,939 thousand made by the Company in the 2002/2003 Transfer Campaign. The movement in intangible assets is given in Appendices 2, 3, and 4, which are an integral part of these Notes to the Financial Statements. Juventus Football Club Reports and Financial Statements at 30 June 2003
Tangible fixed assets At 30 June 2003 and at 30 June 2002 these amounted respectively to 11,809 thousand and to 7,722 thousand and are made up of: /000 30/06/2003 30/06/2002 Change Land and buildings 10,252 6,722 3,530 Plants and machinery 110 195-85 Industrial and commercial equipment 312 380-68 Other assets 404 425-21 Fixed assets in progress and advance payments 731-731 TOTAL 11,809 7,722 4,087 Tangible assets increased by 4,087 thousand following disposals for 10 thousand, depreciation in the year for 550 thousand, increases for 4,649 thousand, adjustments for 4 thousand and use of the amortisation fund for disposals for 2 thousand. Increases for the year in question ( 4,649 thousand) are due to the purchase from Campi di Vinovo S.p.A. of land with annexed small building, located in the municipality of Vinovo, needed for the creation of the Training Centre for 3,750 thousand ( 3,177 thousand of which classified as land and 573 thousand classified as buildings), to 731 thousand ( 663 thousand of which costs reclassified as prepaid expenses and 68 thousand of costs sustained and carried forward) for investments in progress in tangible fixed assets and advance payments again for the Training Centre, and to 168 thousand for miscellaneous purchases of industrial and commercial equipment and other goods. The amortisation for the period in question ( 550 thousand, against 575 thousand in the previous year) was calculated on all depreciable assets applying the rates considered as representing their useful economic and technical life. The movement in tangible fixed assets is given in Appendix 5, which is an integral part of these Notes to the Financial Statements. Investments Subsidiary companies At 30 June 2003 Juventus Football Club S.p.A. controlled 69.78% of the share capital of Campi di Vinovo S.p.A. (71.94% of the outstanding capital) for a total book value of 12,129 thousand compared to 17,445 thousand at 30 June 2002. Movements were as follows: In July 2002, Juventus Football Club S.p.A. paid the sum of approximately 7,731 thousand, as the outstanding payment for 2,415,537 shares of Campi di Vinovo S.p.A. (equal to 96.62% of the share capital and 99.61% of the outstanding capital) purchased in 2001. This sum, added to the instalments paid in July 2001 and in January 2002 for a total of 9,038 thousand, took the overall investment of Juventus Football Club S.p.A. in the purchase of Campi di Vinovo S.p.A. shares to 16,769 thousand. The purchase contract of 19 March 2001, later revised and amended, envisaged a sum of 17,356 thousand, subject to a price revision clause on the basis of the assets of Campi di Vinovo S.p.A. at 30 June 2002. This clause led to a reduction in the sum originally agreed of 587 thousand. In the course of the 2002/2003 financial year, a further 2,707 shares were purchased for a sum of 25 thousand. On 30 June 2003 Juventus Football Club S.p.A. sold to Costruzioni Generali Gilardi S.p.A., a Turin construction company, 680,000 shares equivalent to 27.2% of the share capital of the subsidiary company Campi di Vinovo S.p.A. at the price 73 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
of 37.2 million, making a capital gain of 32.5 million (balance sheet value of the shares sold 4.7 million). At 30 June 2003 the Shareholders Equity of Campi di Vinovo S.p.A. was 11,406 thousand, including the profit of 4 thousand for the 2002/2003 financial year. Although the balance sheet value of the shareholding in Campi di Vinovo S.p.A. is higher than the corresponding share of net Shareholders Equity as it appears in the last financial statements approved by Campi di Vinovo S.p.A., in observance of Article 2426, number three, of the Italian Civil Code, taking into account the assets of the controlled company and the price at which the share of 27.2% was sold to a third party in the course of the financial year, no devaluation was made. Further details of the holding are illustrated in the relevant appendix to these Notes to the Financial Statements. Player sharing ex Art. 102 bis N.O.I.F. Player sharing ex Art. 102 bis N.O.I.F. at 30 June 2003 amounted to 12,966 thousand ( 4,420 thousand at 30 June 2002) and refer to the following teams: /000 74 A.C. Parma S.p.A. 5,000 A.C. Prato S.p.A. 10 Ascoli Calcio S.p.A. 103 Basel F.C. 1893 1,008 Empoli F. C. S.p.A. 516 F.C. Crotone Calcio S.r.l. 1 Hellas Verona S.p.A. 646 Piacenza F. C. S.p.A. 2,324 Ternana Calcio S.p.A. 1,549 U. C. Sampdoria 516 U. S. Triestina Calcio 1 Udinese Calcio S.p.A. 1,291 Valenzana Calcio S.r.l. 1 TOTAL 12,966 It should be noted that all player sharing agreements were drawn up in observance of federal regulations and on the date of this Annual Report at 30 June 2003 6,137 thousand remains, following the termination of agreements for 6,829 thousand. Shareholdings in other companies At 30 June 2003 these amounted to about 3 thousand and are therefore unchanged since 30 June 2002. They are represented by a shareholding in the Consorzio Fiat Media Center and a shareholding in the Consorzio CONAI. Other receivables At 30 June 2003 these amounted to a total of 15 thousand and are represented by tax receivables from the tax authorities for advance payments of IRPEF on Employees Severance Indemnity for 12 thousand and various cautionary deposits for 3 thousand. The decrease of 14 thousand compared to 30 June 2002 is due mainly to the use of the tax credit for advance payments on Employees Severance Indemnity for personnel who left in the period and for other advance payments made in the year. Juventus Football Club Reports and Financial Statements at 30 June 2003
CURRENT ASSETS Receivables These amount to 186,366 thousand (against 149,606 thousand at 30 June 2002) and refer to the following: /000 30/06/2003 30/06/2002 Change Official and Technical Sponsors 7,040 7,701-661 Football Clubs 84,396 119,891-35,495 Lega Nazionale Professionisti and F.I.G.C. 81 459-378 Subsidiary companies 469-469 Parent company 2-2 Tax authority receivables for income taxes 3,289 6,101-2,812 Tax authority receivables for prepaid taxes 21,306 5,489 15,817 Others 79,384 21,298 58,086 195,967 160,939 35,028 Allowance for doubtful accounts (9,601) (11,333) 1,732 TOTAL 186,366 149,606 36,760 The composition of receivables by currency is as follows: /000 30/06/2003 30/06/2002 Change Receivables in Euro 188,714 149,939 38,775 Receivables in U.S. Dollars 4,228 5,763-1,535 Receivables in Pounds Sterling - 5,199-5,199 Receivables in Swiss Francs 3,025 38 2,987 TOTAL 195,967 160,939 35,028 Receivables from football clubs derive essentially from the disposal of players registration rights, divided as follows at 30 June 2003: /000 A.C. Perugia S.p.A. 3,330 A.S. Roma S.p.A. 189 AI Itthiad 1,895 Ascoli Calcio 1898 S.p.A. 104 Borussia Dortmund 469 Fulham Football Club 1897 Ltd. 3,256 Hellas Verona F.C. S.p.A 688 Milan A.C. S.p.A. 16,342 Parma A.C. S.p.A. 4,730 Piacenza F.C. S.p.A. 3,101 Real Madrid Club de Futbol 37,729 Royal Standard de Liege 5,165 S.S. Lazio S.p.A. 6,430 U.C. Sampdoria S.p.A. 689 Others 279 TOTAL 84,396 75 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
Of the total sum of 84,396 thousand, 31,349 thousand is collectible after the following financial year. The variations in receivables from the tax authorities for the 2002/2003 financial year are as follows: Refunds Carried Total /000 requested forward BALANCE AT 30 JUNE 2002 68 6,033 6,101 Arising in 2002/2003 financial year: a) receivables from the tax authorities, withholdings and advance payments - 1,423 1,423 b) receivables from tax authorities related to dividends distributed by subsidiary companies (56.25%) - 464 464 c) receivables related to withholdings on revenues (from abroad) - 2 2 d) interest earned during the year 2-2 Use: a) to compensate withholdings payable - (4,698) (4,698) b) to settle the RA credit on revenues (from abroad) - (5) (5) BALANCE AT 30 JUNE 2003 70 3,219 3,289 Receivables from the tax authorities for prepaid taxes ( 21,306 thousand) are as follows: 76 /000 BALANCE AT 30 JUNE 2002 5,489 Recalculation of the period of deferment of the sum of the capital gains made from disposal of players registration rights in the 2001/2002 financial year when completing the 2001/2002 tax declaration 24,236 Use (8,635) Provision 216 BALANCE AT 30 JUNE 2003 21,306 The origin of this sum is the temporary difference between the accounting result and the fiscal result for the 2002/2003 financial year and previous ones. It should also be underlined that there is no right to demand the above sum from the tax authorities. The credit increased compared to the one recorded at 30 June 2002 due to recalculation of the period of deferment of the sum of the capital gains made from the disposal of players registration rights in the 2001/2002 financial year when completing the tax declaration. As already indicated in the Notes to the Financial Statements of the previous financial year, this increase did not generate any effect on the result for the year as, at the same time, the deferred tax fund was increased (this was, therefore, merely a different division of deferred and pre-paid taxes). Provision for the period was due to deferred tax on new public relations expenses and to the write-down of investment funds. The use in the period ( 8,635 thousand) was due to the fiscal deduction of the amortisation of players registration rights, public relations expenses, the reversal to income of the allowance for doubtful accounts, and the use of part of previous losses as well as the adaptation of the IRPEG rate to 34% compared to the one used for provisions at 30 June 2002, as decreed by the Italian government budget law for 2003. Juventus Football Club Reports and Financial Statements at 30 June 2003
The receivables for 79,384 thousand refer to: /000 Agenzia Turistica Regionale 248 Assitalia 642 Atahotels S.p.A. 134 Axel S.r.l. 550 Banca Sella S.p.A. 241 Blue Panorama Airlines S.p.A. 481 Consorzio Cooperative Euro 2000 S.c.r.l. 229 Costruzioni Generali Gilardi S.p.A. 37,302 Datalogos Sei Sport S.r.l. 179 Dynamicom S.r.l. 110 E Comsport Group PLC. 300 Fiat Auto S.p.A. 359 G.G.M. Gestione Grandi Manifestazioni S.r.l. 259 Giochi Preziosi S.p.A. 112 Giraffe Entertainment Ltd. 355 H3G S.p.A. 4,032 Jakala S.p.A. 132 La Fabbrica degli incentive S.r.l. 353 Logos TV S.p.A. 162 L Oréal Saipo S.p.A. 155 Master Service S.r.l. 133 Media Partners Italia S.r.l. 533 Mondo S.p.A. 217 Nike European Operations Netherlands B.V. 3,071 Parmalat S.p.A. 112 Premier1 Marketing Ltd. 930 RAI Radiotelevisione Italiana S.p.A. 360 Reti Televisive Italiane S.p.A. 360 Roeder 1956 Farmaceutici S.p.A. 108 Sadem S.p.A. 275 Societé d exploitation de droits sportifs S.A. 10,329 Sorgenti Montebianco Courmayeur S.p.A. 288 Sportal UK Ltd. 3,644 Spot & Sport S.r.l. 786 Terme di Salice S.p.A. 187 Toro Assicurazioni 411 TU Mobile S.p.A. 4,546 U.E.F.A. 3,027 Others 3,732 TOTAL 79,384 Of the total sum of 79,384 thousand, 35,302 thousand is collectible beyond the next financial year. The movement of the allowance for doubtful accounts is as follows: 77 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
/000 BALANCE AT 30 JUNE 2002 11,333 Use for credit losses (412) Reversal into income of the excess part of the allowance (1,420) Provision 100 BALANCE AT 30 JUNE 2003 9,601 The use of the allowance for doubtful accounts for losses on receivables due in the year ( 412 thousand) is due to unrecoverable trade receivables. The reversal into income of the allowance for doubtful accounts for the period ( 1,420 thousand) was due mainly to the sum owed by Sevilla Futbal Club ( 1,349 thousand). After the decision by F.I.F.A., an agreement has been reached between Sevilla Futbal Club and Juventus that envisages the payment, guaranteed by bank surety, by Sevilla Futbal Club of the sum due in 12 monthly instalments which have been paid regularly. The provision for the year, of 100 thousand, refers to some minor receivables for which difficulties in collection have arisen and for which the appropriate legal action has been taken. The allowance for doubtful accounts refers mainly to: Receivables for 3,644 thousand from Sportal U.K. Ltd. in administration. Sportal U.K. Ltd. is in temporary receivership under an official receiver. We are awaiting the definitive calculation of the settlement; Receivables from Tu Mobile S.p.A. for 4,442 thousand. On 19 May 2003 the Court of Turin enforced the injunction. 78 Assets other than fixed assets These amount to 1,975 thousand and are made up of S.G.S.S. Quant Equity Fund/Sella Asset Management S.G.R. p.a. investment funds for 1,988 thousand (gross of write-downs of 1,033 thousand) and an INA VITA S.p.A. capitalisation policy for 1,020 thousand. At 30 June 2002 the total value amounted to 2,172 thousand. The reduction of 197 thousand concerns the write-down of the S.G.S.S. Quant Equity Fund/Sella Asset Management S.G.R. p.a. investment funds during the year in question. Cash at bank and in hand This item is made up of assets deposited in time-deposit and ordinary current accounts for a total of 67,185 thousand at 30 June 2003, against 92,860 thousand at 30 June 2002. This is generated mainly by advance revenue from commercial operations and television rights. Cash and other valuables amounted to 13 thousand at 30 June 2003, against 7 thousand at 30 June 2002. Juventus Football Club Reports and Financial Statements at 30 June 2003
ACCRUED INCOME AND PREPAID EXPENSES The accrued income and prepaid expenses item is composed as follows: /000 30/06/2003 30/06/2002 Change Accrued income 218 222-4 Prepaid insurance premiums 452 447 5 Other prepaid expenses 1,227 4,316-3,089 Total prepaid expenses 1,679 4,763-3,084 TOTAL ACCRUED INCOME AND PREPAID EXPENSES 1,897 4,985-3,088 Accrued income ( 218 thousand) is composed of the share for the period of revenues related to the outsourcing of the company branch related to publishing ( 86 thousand), of interest on INA VITA S.p.A. investments ( 50 thousand), of the right to exploit the image of some football players ( 64 thousand) and other minor items ( 18 thousand). Prepaid expenses ( 1,679 thousand) refer mainly to the share pertinent to future periods of costs incurred for the Stadio Delle Alpi project ( 412 thousand), insurance premiums ( 452 thousand), costs related to the use of vehicles ( 342 thousand) and other minor items ( 473 thousand). The decrease in prepaid expenses ( 3,084 thousand) is due mainly to the charging of the costs incurred in previous financial years for the Mondo Juve Commercial Centre project to the subsidiary company Campi di Vinovo S.p.A.. LIABILITIES SHAREHOLDERS EQUITY The analysis of the variations in the shareholders equity accounts is presented in a special appendix which is an integral part of these Notes to the Financial Statements. Share capital The share capital is fully subscribed and paid up and amounted to 12,093,200 at 30 June 2003, divided into 120,932,000 shares each of the nominal value of 0.1. PROVISIONS FOR RISKS AND OTHER CHARGES The provisions for risks and other charges amount to a total of 35,949 thousand and are divided as follows: General tax provisions These amount to a total of 300 thousand. Changes in the provisions are illustrated below: /000 30/06/2003 30/06/2002 Change Balance at 1 July 300 300 - Use - - - Accruals - - - BALANCE 300 300-79 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
The provision of 300 thousand is to cover any interpretative dispute of a fiscal nature. Deferred tax provisions These amount to a total of 29,151 thousand. /000 30/06/2003 30/06/2002 Change Balance at 1 July 9,984-9,984 Use (9,288) - -9,288 Recalculation of the period of deferment of the sum of the capital gains made from the disposal of players registration rights in the 2001/2002 financial year when completing the 2001/2002 tax declaration 24,235-24,235 Accruals 4,220 9,984-5,764 BALANCE 29,151 9,984 19,167 The use of the fund for 9,288 thousand concerns 8,310 thousand for the lower IRPEG due to the deferment over a number of financial years of the taxation on the capital gains on the disposal of some players registration rights, and 978 thousand to the adaptation of the IRPEG rate to 34% compared to the rate at 30 June 2002, as decreed by the Italian government budget law for 2003. Payables increased by 24,235 thousand compared to the sum entered at 30 June 2002 following recalculation of the period of deferment of the capital gains made from the disposal of players registration rights in the 2001/2002 financial year in the company s tax declaration. As indicated in the Notes to the Financial Statements for the previous financial year, this 80 increase did not entail any effect on the result for the year as at the same time the receivables due from the tax authorities for deferred taxes increased (this is therefore only a different division between prepaid and deferred taxes). The provisions for the period of 4,220 thousand covers the allocation of the IRPEG due for the deferment in a number of financial years of the taxation on capital gains made in the 2002/2003 financial year on the disposal of players registration rights. The deferment in a number of financial years can be made only for the players registration rights which, pursuant to Article 54, paragraph 4 of DPR 917/86, have been held for a period of not less than one year. Provisions for risks and charges - Others These amount to a total of 6,498 thousand (against 8,921 thousand at 30 June 2002) and are made up of the sums set aside for the risks to the Company that could derive from the interpretation of laws concerning IRAP taxation of the capital gains on the disposal of players registration rights, the interpretation of contractual clauses and risks on exchange losses. The movement of the fund is illustrated below: /000 30/06/2003 30/06/2002 Change Balance at 1 July 8,921 4,110 4,811 Use (849) (387) -462 Reversal into income of the excess part of the allowance (2,798) - -2,798 Accruals 1,224 5,198-3,974 BALANCE 6,498 8,921-2,423 Juventus Football Club Reports and Financial Statements at 30 June 2003
As far as IRAP is concerned, the fund includes the prudent tax provisions made in 2001/2002 and 2002/2003 and the 25% minimum penalties due for a possible facilitated agreement. As the Company availed itself of law 289/2002 (the so-called condono fiscale, opting for questions of VAT and taxes withheld at source for the application of Art. 8 concerning the calendar years 1997 to 2001; while for direct taxes it opted for the application of Art. 9 regarding the financial years 1997/1998 to 2000/2001), the sum allocated for this purpose in the years 1998/1999, 1999/2000 and 2000/2001 has been reversed to income for 2,798 thousand net of uses for 755 thousand for charges deriving from the condono itself. The financial years from 1997/1998 to 2000/2001 are, therefore, fiscally defined for the purposes of direct taxes, while for VAT purposes they are defined for the years up to 31 December 1997. RESERVE FOR EMPLOYEES SEVERANCE INDEMNITY This item underwent the following movement: /000 30/06/2003 30/06/2002 Change Balance at 1 July 1,866 1,416 450 Payments for termination of employment and advances (94) (45) -49 Accruals 564 495 69 BALANCE 2,336 1,866 470 Accruals for the period are net of the withholding tax of 11% on the write-up of employees severance indemnity as of 1 January 2001, recorded in Tax Payables. PAYABLES Trade payables This item also includes invoices still to be received and amounts to 13,451 thousand, an increase of 8,312 thousand compared to 30 June 2002. Due to subsidiaries Amounting to 5 thousand, this item refers to the residual debt for the 2002/2003 financial year for the consultancy provided to Juventus by Campi di Vinovo S.p.A. in the framework of the development of the Mondo Juve project. This item was not present at 30 June 2002. Due to parent companies These amount to 38 thousand (against 41 thousand at 30 June 2002) and refer to charges on the guarantee made by the indirect parent company IFI S.p.A. in favour of F.I.G.C. LNP to guarantee the payments regarding the regulatory and contractual commitments for the acquisition of players registration rights for the 2001/2002 and 2002/2003 Transfer Campaigns (guarantees for the payment of 44,186 thousand to be made in the 2002/2003 season and which expired on 30 May 2003). Tax payables These amount to 23,329 thousand (against 23,298 thousand at 30 June 2002) and are represented mainly by withholding 81 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
tax to be paid (and paid in July 2003) for employees IRPEF, scholarships, self-employed workers, contract workers, commissions and regional/municipal IRPEF (for 5,945 thousand), IRAP for the year ( 2,251 thousand), VAT ( 14,334 thousand), the tax relating to the application of Law 289/2002 ( 743 thousand), stamp duty (for 52 thousand) and the withholding tax (pursuant to Legislative Decree 47/2000 and later amendments) on the write-up of Employees Severance Indemnity ( 4 thousand). Due to social security agencies This item is composed as follows: /000 30/06/2003 30/06/2002 Change Payables to I.N.P.S. 412 80 332 Payables to ENPALS 280 239 41 Payables to INPDAI - 72-72 Payables to PREVINDAI 13 11 2 Payables to other authorities and assessments 189 236-47 TOTAL 894 638 256 The debts to social security agencies concern mainly the contributions withheld from employees in June 2003 and paid in the following month of July. 82 Other payables These are as follows: /000 30/06/2003 30/06/2002 Change Employees for salaries not yet paid 26,927 23,330 3,597 Other payables 6,984 17,175-10,191 TOTAL 33,911 40,505-6,594 Payables to employees are due mainly for wages pertinent to the period and not yet paid for June 2003 which were paid according to contractual agreements in the following months. The other payables are chiefly related to additional expenses on football players registration rights transfers. Due for player sharing ex Art. 102 bis N.O.I.F. These amount to 5,785 thousand (against 5,371 thousand at 30 June 2002) and refer to the debt to Hellas Verona F.C. S.p.A. for 2,841 thousand, to Bologna 1909 F.C. S.p.A. for 2,324 thousand and to Rimini Calcio F.C. S.r.l. for 620 thousand. Debts to specific sector bodies At 30 June 2003 these amounted to 88,178 thousand, a fall compared to 153,882 thousand at 30 June 2002. Juventus Football Club Reports and Financial Statements at 30 June 2003
This item is composed as specified below: /000 A. C. Fiorentina S.p.A. 1,291 A. C. Perugia S.p.A. 5,912 A.S. Lucchese 52 A. S. Monaco 10,329 Aglianese Calcio 52 Arezzo A.C. S.r.l. 57 Ascoli Calcio 1898 S.p.A. 52 Hellas Verona F. C. S.p.A. 336 Milan A. C. S.p.A. 7,747 Parma A. C. S.p.A. 29,954 Piacenza F. C. S.p.A. 1,549 S. S. Lazio A. C. S.p.A. 29,955 Tacuary F. B. C. 149 Triestina U.S. Calcio 310 U. C. Sampdoria S.p.A. 344 Lega Nazionale Professionisti 59 Others 30 TOTAL 88,178 The total sum of 88,178 thousand includes mainly debts to Italian football clubs ( 77,640 thousand) and foreign clubs ( 10,478 thousand) for the acquisition of players registration rights. 20,495 thousand of this total is payable after the next financial year. ACCRUED EXPENSES AND DEFERRED INCOME These amount to 165,478 thousand, an increase of 14,421 thousand compared to 151,057 thousand at 30 June 2002. These are composed of: accrued expenses for 139 thousand relating to charges on forward agreements in foreign currency, charges on the guarantees issued by IFI S.p.A. for the football player Transfer Campaign and insurance premiums; deferred income per 165,339 thousand referring mainly to the advance invoicing of pay-television rights for the broadcasting of home championship matches in the 2003/2004 and 2004/2005 seasons, UMTS/SMS Wap telephone rights and some commercial contracts. MEMORANDUM ACCOUNTS These are represented by: Third party guarantees in favour of third parties These amount to 72,822 thousand (against 113,409 thousand at 30 June 2002) divided as follows: guarantees issued by Banca Sella to foreign football clubs and banks for the purchase of players registration rights for 17,167 thousand and more precisely: - 8,307 thousand for payments to be made in the 2003/2004 season; - 7,012 thousand for payments to be made in the 2004/2005 season; - 1,848 thousand for payments to be made in the 2005/2006 season; 83 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
guarantees issued by IFI S.p.A. in favour of F.I.G.C. LNP to guarantee payments regarding the regulatory and contractual commitments for the acquisition of players registration rights for the 2001/2002 and 2002/2003 football seasons for 53,495 thousand and more precisely: - 45,748 thousand for payments to be made in the 2003/2004 season; - 7,747 thousand for payments to be made in the 2004/2005 season; guarantees issued by La Viscontea S.p.A. to the tax authorities for the reimbursement of VAT for 2,157 thousand; other guarantees for 3 thousand. Third party guarantees in our favour These amount to 7,938 thousand (against 14,932 thousand at 30 June 2002) and stem essentially from guarantees for commercial contracts and contracts for the disposal of players registration rights. Forward agreements - payables These amount to 7,062 thousand (against 280 thousand at 30 June 2002) and concern the residual debt for the purchase of the football player Guzman Gaetan Tomas Andres (the original residual debt of USD 150,000 was covered by a commitment to purchase foreign currency at the exchange rate of /USD 1.08070 due in July 2003) and the debt concerning the purchase of the football player Olivera Ruben (the original debt of USD 7,400,000 was covered by a commitment to purchase USD 3,400,000 at the exchange rate of /USD 1.07320 due in September 2003, for USD 2,000,000 at the exchange rate of /USD 1.06510 due in September 2004 and for USD 2,000,000 at the exchange rate of /USD 1.06560 due in September 2005). 84 Commitments for the purchase of players registration rights These amount to 43,635 thousand (against 11,943 thousand at 30 June 2002). The contractual execution of these commitments will occur in the next financial year (2003/2004 Transfer Campaign). Commitments for the disposal of players registration rights These amount to 601 thousand (against 5,134 thousand at 30 June 2002). The contractual execution of these commitments will occur in the next financial year (2003/2004 Transfer Campaign). Options from third parties for the purchase of players registration rights These amount to 6,000 thousand (item not present at 30 June 2002) and refer to the sum to be paid for the definitive acquisition of the registration rights of the player Appiah Stephen from A.C. Parma S.p.A. in the event of Juventus exercising the option granted to it. Third party assets held by the company These amount to 62 thousand (against 39 thousand at 30 June 2002) and mainly refer to sports equipment supplied by Technogym S.r.l., 4 multimedia workstations supplied by LIS S.p.A., a video system supplied by Vigilanza Telecontrol S.p.A., 25 electro-stimulators supplied by Prima S.r.l. and 3 physiotherapy beds supplied by Azzurra S.r.l.. Company assets held by third parties These amount to 1,993 thousand (against 1,256 thousand at 30 June 2002) and refer to the deposit at Agency no. 10 of Turin of Banca Sella S.p.A. of 198,689.14 shares in the S.G.S.S. Quant Equity investment fund ( 1,988 thousand) and the deposit of multimedia equipment with Marketing Management company ( 5 thousand). Juventus Football Club Reports and Financial Statements at 30 June 2003
INCOME STATEMENT ANALYSIS Before analysing the individual items, we would like to recall that comments on trends in income and expenses are given in the Report on Operations, to which reference should be made. Moreover, the analytical presentation of revenues and expenses in the Income Statement and previous comments on the items in the Balance Sheet enable us to restrict comments here to the main items. PRODUCTION VALUE Revenues from sales and services Revenues from sales and services in addition to other revenues and income from the temporary disposal of players registration rights are divided into: /000 2002/2003 2001/2002 Change Ticket sales 22,589 14,663 7,926 Income from temporary transfer of players 1,016 297 719 TOTAL 23,605 14,960 8,645 Ticket sales are composed of individual match tickets and season ticket sales for First Team and youth team games. These are divided as follows: /000 2002/2003 2001/2002 Change First Team ticket sales - Serie A Championship matches 5,572 5,347 225 - Cup matches 8,793 1,902 6,891 - Other matches 2,156 884 1,272 Total 16,521 8,133 8,388 Ticket sales from youth team matches - 2-2 Season tickets 6,068 6,528-460 TOTAL TICKET SALES 22.589 14.663 7.926 The increase in gate receipts from First Team matches is due mainly to higher income from U.E.F.A. Champions League matches (due to the higher number of games) and friendly matches, partly offset by lower income from Season Tickets and youth team matches. The breakdown of income from home and away matches is shown below: 2002/2003 2001/2002 Change /000 home away home away home away Serie A Championship matches 3,366 2,206 2,933 2,414 433-208 Cup matches 8,652 141 1,365 537 7,287-396 Other matches - 2,156-884 - 1,272 12,018 4,503 4,298 3,835 7,720 668 TOTAL 16,521 8,133 8,388 85 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
The number of tickets sold for home matches is as follows: No. tickets 2002/2003 2001/2002 Change Serie A Championship matches 143,441 124,366 19,075 Cup matches 321,323 79,952 241,371 Other matches - - - TOTAL 464,764 204,318 260,446 Season tickets sold went from 35,703 in the 2001/2002 season, for income of 6,528 thousand, to 33,438 in the 2002/2003 season, for income of 6,068 thousand. Revenue from the temporary transfer of players registration rights for the 2002/2003 financial year amounted to 1,016 thousand, an increase of 720 thousand compared to the previous year, and refers to the following football players: 86 /000 ARONICA Salvatore Ascoli Calcio 1898 S.p.A. 52 BAIOCCO Davide Piacenza F. C. S.p.A. 50 BERETTA Matteo U. S. Triestina Calcio 103 CASSANI Mattia U. C. Sampdoria S.p.A. 26 FOFANA Aboubaka Paok F. C. 26 FRARA Alessandro Bologna F. C. S.p.A. 17 GATTARI Filippo Aglianese Calcio S.r.l. 11 GENTILE Andrea U. S. Triestina Calcio 52 MAIETTA Domenico U. S. Triestina Calcio 52 MORETTI Emiliano Modena F. C. S.p.A. 50 PERICARD Vincent de Paul Portsmouth F. C. 309 PICCOLO Felice A. S. Lucchese 26 RONDINELLA Stefano Aglianese Calcio S.r.l. 15 SCARDINA Francesco Paok F. C. 26 SCULLI Giuseppe Modena F. C. S.p.A. 155 Others 46 TOTAL 1,016 Sponsorship and other income /000 2002/2003 2001/2002 Change Official and technical sponsors 32,150 23,238 8,912 Other sponsorships and other commercial contracts 19,530 18,474 1,056 Television revenues 78,202 72,818 5,384 TV revenues percentage from visiting team 3,488 3,554-66 Telephonic rights 5,715 4,760 955 Revenues from U.E.F.A. Champions League 35,009 22,891 12,118 Publishing activity - 239-239 Advertising 536 866-330 Players and coach image rights 2,396 2,626-230 Sundry income 478 576-98 TOTAL 177,504 150,042 27,462 Juventus Football Club Reports and Financial Statements at 30 June 2003
The income generated by official and technical sponsorship contracts ( 32,150 thousand) refers to the sums paid by the Official Sponsors and Technical Sponsor for the right to display their own trademark on the official match strips and uniforms of the First Team and youth teams. Income from other sponsorship and commercial contracts ( 19,530 thousand) refers mainly to sums paid for the contracts with Institutional Sponsors and Official and Technical Suppliers, as well as with Commercial Partners and Licensees of Juventus trademarks. Television revenues ( 78,202 thousand) stem from the granting of radio broadcasting rights as well as television filming and broadcasting rights for football matches, excluding the U.E.F.A. Champions League. Revenue from the away team TV percentage ( 3,488 thousand) represents 18% of encrypted TV rights on Championship matches, paid by the home teams. Correspondingly, the negative income items include the sum paid to visiting teams for a total of 11,633 thousand. Revenues from telephone rights ( 5,715 thousand) derive from the sale of rights to transmission of information and news using SMS and WAP technologies, as well as the transmission of audiovisual images (known as clips) using GPRS and UMTS technologies of home matches played by the First Team. U.E.F.A. Champions League revenues ( 35,009 thousand) concern sums paid by U.E.F.A. to the Company and derive from the negotiation and exploitation of rights related to the U.E.F.A. Champions League matches. Revenues from the U.E.F.A. Champions League increased by 12,118 thousand over the previous year due both to the higher share of revenue distributed to Juventus as the winner of the 2001/2002 Italian championship and the team s excellent results in the competition. As regards publishing activities, on 28 September 2001 this company branch was outsourced to Cantelli Editore S.r.l.. Revenues generated by this contract are thus entered under Other revenues and income. Revenues from advertising ( 536 thousand) concern mainly advertising hoardings around the pitch, local advertising, for the First Team s home matches. Revenues from some players and the trainer s image rights amounted to 2,396 thousand ( 2,626 thousand for the previous year). Other revenues and income /000 2002/2003 2001/2002 Change Insurance indemnities 8,920 3,243 5,677 Casual profits 2,888 1,790 1,098 Publishing revenues (outsourced company branch) 362 402-40 Other income 5,043 6,686-1,643 TOTAL 17,213 12,121 5,092 For insurance indemnities, the increase of 5,677 thousand is due to the fact that the 2002/2003 financial year benefited from the receipt of indemnity payments on policies for serious injuries to football players. The reduction in other income for 1,643 thousand compared to the previous financial year is due essentially to the recording in the 2001/2002 financial year of the sum related to the mutually agreed termination of the sponsorship contract with Ciaoweb S.p.A. that occurred in the first six months of 2001/2002 (for 4,132 thousand), partially compensated by revenues 87 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
deriving from the sale of tickets to the final of the U.E.F.A. Champions League (for 1,419 thousand). PRODUCTION COSTS Purchases /000 2002/2003 2001/2002 Change Technical material 1,406 1,417-11 Sanitary material 96 105-9 Other goods 424 681-257 TOTAL 1,926 2,203-277 These costs refer mainly to the purchase of match and training clothing as well as the official First Team uniforms. Service costs 88 /000 2002/2003 2001/2002 Change Costs for technical staff 430 299 131 Costs for publishing activity - 207-207 Costs for sporting activity 3,886 4,161-275 Specific technical costs 63 89-26 Costs for food, accomodation and transport 2,042 1,458 584 Ticket sales service and gate checks 1,446 998 448 Insurance and social security 8,692 9,569-877 Administration - advertising and general 11,904 14,150-2,246 Other 827 883-56 TOTAL 29,290 31,814-2,524 The lack of costs for publishing in the 2002/2003 financial year is due to the fact that on 28 September 2001 the company branch was outsourced to Cantelli Editore S.r.l.. The costs for sports activities came to 3,886 thousand and are related to First Team and minor team training sessions and camps, medical expenses, fees of medical experts, masseurs and other outside consultants, and the payment of scholarships. Insurance and social security expenses ( 8,692 thousand) refer mainly to premiums paid to insure football players and to cover their salaries in the event of injury. Administration, advertising and general costs for a total of 11,904 thousand include the remuneration of Directors for 3,757 thousand ( 2,784 thousand in the previous financial year) and Statutory Auditors for 54 thousand ( 30 thousand in the previous financial year), commercial, tax and IT consultancy for 2,767 thousand ( 2,425 thousand in the previous financial year), fees for agents for 1,048 thousand ( 428 thousand in the previous financial year), advertising costs for 1,783 thousand ( 3,656 thousand in the previous financial year), fees to the Independent Auditors for 34 thousand (against 27 thousand in the previous financial year) and other miscellaneous consultancy and general costs for 2,461 thousand (against 4,800 thousand in the previous financial year, including stock market listing expenses). The reduction in administration, advertising and general expenses compared to the previous financial year is due mainly Juventus Football Club Reports and Financial Statements at 30 June 2003
to the lack of the expenses for listing on the stock market borne in the first six months of 2001/2002. Lease and rent costs These amounted to 12,513 thousand at 30 June 2003 ( 3,078 thousand at 30 June 2002), due mainly to the rental of sports fields (for 2,428 thousand) and the temporary purchase of the registration rights of the players Olivera Ruben from Danubio Futbol Club (for 2,034 thousand) and Di Vaio Marco from A.C. Parma S.p.A. (for 7,000 thousand). Personnel expenses Personnel costs are divided as follows: 2002/2003 2001/2002 /000 tech. staff other total tech. staff other total Change Salaries and wages 123,470 4,752 128,222 129,332 4,466 133,798-5,576 Social security contributions 1,278 1,622 2,900 1,124 1,269 2,393 507 Severance Pay 193 378 571 163 337 500 71 TOTAL 124,941 6,752 131,693 130,619 6,072 136,691-4,998 The cost for technical staff is divided as follows: /000 2002/2003 2001/2002 Change Players contractual fees: - for sporting activity 91,961 99,514-7,553 - for use of players images 11,635 11,970-335 Results-related variable players salaries performance premiums 11,711 9,692 2,019 Trainers and other technical staff contractual fees and premium 8,146 8,135 11 Rights to use coach s image 17 21-4 TOTAL 123,470 129,332-5,862 The reduction in the cost for technical staff is the result of the mechanisms introduced into existing contracts and of trading operations in the 2002/2003 Transfer Campaign. The collective bonuses linked to sports successes have been replaced by mechanisms linked to the variable trend in revenues. The average number of staff employed by the Company is composed as follows: Employees average number in the period 2002/2003 2001/2002 Change Players 47 50-3 Coaching staff 10 8 2 Other technical staff 7 7 - Managers 9 9 - Employees 54 48 6 Workers 6 6 - TOTAL AVERAGE PERSONNEL 133 128 5 89 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
Amortisation and write-downs Amortisation for tangible and intangible assets and credit write-downs are illustrated in the comment on the items of the Balance Sheet. Accruals for risks The total accruals of 1,224 thousand is divided as follows: 1,002 thousand for risks about uncertainties regarding the interpretation of legislation, in particular whether the capital gains deriving from the disposal of players registration costs are subject to IRAP; 222 thousand to adjust for exchange rate losses. Other operating expenses Other operating expenses regard: 90 /000 2002/2003 2001/2002 Change Match organisation expenses 436 305 131 Costs for official matches 117 120-3 Match registration fees 5 5 - Other operating expenses: - Indirect tax charges 167 175-8 - Other percentages on gate receipts (visiting teams)/ticket purchase 4,677 3,062 1,615 - Percentages on commercial revenues 206-206 - Other percentages on TV revenues and promotional/advertising rights (visiting teams - LNP) 11,634 10,690 944 -Taxes on gate receipts 122 78 44 - Contingent liabilities 367 801-434 - Match fines and penalties 240 173 67 - Other expenses 4,972 3,893 1,079 TOTAL 22,943 19,302 3,641 The item other percentages on revenues from television rights advertising and promotional activities refer essentially to the 18% of revenue from the sale of pay-tv rights (for 11,633 thousand) and promotional/advertising rights (for 1 thousand), paid to visiting teams. Other expenses (for a total of 4,972 thousand) include public relations expenses, costs of transactions with third parties, the membership fee for the Fondo Lega Nazionale Professionisti (an increase of 1,256 thousand compared to the previous financial year following higher contributions due to the LNP), Consob annual fees and the membership fee for the G14 (European Economic Interest Group GEIE), of which other leading European teams are also members. FINANCIAL INCOME AND EXPENSES Income from shareholdings The income from shareholdings amounted to 1,288 thousand following the receipt of the dividend from the subsidiary Campi di Vinovo S.p.A. (for 824 thousand). This sum also includes the full tax credit equal to 56.25% ( 464 thousand) of the dividend. Juventus Football Club Reports and Financial Statements at 30 June 2003
Other financial income This amounts to 3,978 thousand and is made up of the following items: a) Receivables recorded as fixed assets. These represent the revaluation of payments to the tax authorities as advance payments on withheld at source amounts of employees severance indemnity. They amount to 0.2 thousand against 0.9 thousand in the 2001/2002 financial year. c) Income from securities recorded as current financial assets. These amount to 20 thousand and regard the minimum return on the INA VITA S.p.A. capitalisation policy in which part of liquidity is invested. The total is unchanged compared to the previous financial year. d) Other income, divided as follows: /000 2002/2003 2001/2002 Change Bank interest 326 982-656 Interest on finance provided to parent company 607 119 488 Income from financial investments and others 84 10 74 Income from players sharing (ex art. 102 bis N.O.I.F.) 2,787 2,298 489 Gains on foreign exchange rates 154 50 104 TOTAL 3,958 3,459 499 In the 2002/2003 financial year, liquidity was used exclusively at market rates in finance operations in favour of the parent company IFI S.p.A., with a slight decrease in the interest paid due to less favourable market rates than in the 2001/2002 financial year. The income from player sharing ex art. 102 N.O.I.F. refers to the following players: /000 2002/2003 2001/2002 Change GAMBERINI Alessandro Bologna F.C. S.p.A. 2,324-2,324 MALATESTA Simone Modena F.C. S.p.A. 206-206 PEDERZOLI Alex Bologna F.C. S.p.A. 257-257 REGONESI Pierre Giorgio Atalanta Bergamasca S.p.A. - 2,298-2,298 TOTAL 2,787 2,298 489 Interest and other financial expenses Interest and other financial expenses are as follows: /000 2002/2003 2001/2002 Change Interest due to banks 150 1 149 Other expenses and commissions 484 2,376-1,892 Players sharing costs (ex art. 102 bis N.O.I.F.) 36 4,452-4,416 TOTAL 670 6,829-6,159 The decrease in the item Other expenses and commissions and others can be attributed principally to there being no commissions and guarantees related to the stock market listing compared to the previous financial year. 91 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
Player sharing costs refer to the following transactions: /000 2002/2003 2001/2002 Change ANDORNO Davide U.S. ProVercelli S.r.l. 1-1 CAMPESE Marco S.S. Gualdo S.r.l. 10-10 GIANDOMENICO Luigi Venezia A.C. S.r.l. - 103-103 MOREO Luca Fidelis Andria A.S. S.r.l. - 52-52 PECCHIA Fabio Torino Calcio S.p.A. - 3,047-3,047 PERROTTA Simone Bari A.S. S.p.A. - 1,250-1,250 SINATO Manuel Como Calcio S.p.A. 25-25 TOTAL 36 4,452-4,416 VALUATION ADJUSTMENTS TO FINANCIAL ASSETS Write-downs These refer to write-downs of shares in investment funds (S.G.S.S. Quant Equity Fund) for 197 thousand ( 465 thousand in the previous financial year). EXTRAORDINARY INCOME AND EXPENSES Extraordinary income 92 /000 2002/2003 2001/2002 Change Capital gains from disposal of tangible fixed assets - 2-2 Capital gains from disposal of players registration rights 15,520 123,891-108,371 Capital gains from disposal of shareholding of subsidiary companies 32,494-32,494 Use of reserve Art. 25 of the Company By-laws 613 577 36 Reversal into income of the allowance for doubtful trade receivables 1,349 55 1,294 Reversal into income of other accruals related to general expenses 2,798 77 2,721 Reversal into income of the taxed allowance for doubtful accounts referred to other receivables 71-71 TOTAL 52,845 124,602-71,757 This item concerns mainly the sale of 680,000 shares in the subsidiary Campi di Vinovo S.p.A. and to the capital gains from disposal of players registration rights (for 15,520 thousand, against 123,891 thousand in 2001/2002), in particular: /000 2002/2003 AMORUSO Nicola A.C. Perugia S.p.A. 1 BRIGHI Matteo A.C. Parma S.p.A. 8,810 CARINI Hernandez Hector Fabian Royal Standard de Liege 171 GASBARRONI Andrea U.C. Sampdoria S.p.A. 992 GUZMAN Gaetan Thomas Ternana Calcio S.p.A. 2,342 LAVECCHIA Luigi Ascoli Calcio S.p.A. 162 MARESCA Enzo Piacenza F.C. S.p.A. 2,334 SEDIVEC Jaroslav A.C. Perugia S.p.A. 4 VIERI Massimiliano Hellas Verona S.p.A. 704 TOTAL 15,520 Juventus Football Club Reports and Financial Statements at 30 June 2003
In addition, the sum of 613 thousand (against 577 thousand in the previous financial year) was entered as extraordinary income to cover the costs of technical and sports training in the youth sector, as provided for in Article 25 of the By-laws. The reversal into income of the allowance for doubtful trade accounts refers mainly to the credit due from Sevilla Futbal Club ( 1,348 thousand), collected in full. Extraordinary expenses These amount to 3,917 thousand ( 7,687 thousand in the previous year) and refer to losses on the disposal of players registration rights (for 2,446 thousand), the non-renewal of the annual tie in the youth sector (for 34 thousand), the expenses related to the failure to exercise the option to purchase the players Nestor Fabian Canobbio from Club Atletico Progresso and Horazio Peralta from Danubio Futbol Club (for 1,435 thousand) and the losses due to the sale of other assets (for 2 thousand). The losses on the disposal of players registration rights for 2,446 thousand are divided as follows: /000 2002/2003 BACCIN Dario AI Itthiad 322 BERGER Christian No first contract offered 36 BERRITTA Gaspare Termination as per Art. 40/3 N.O.I.F. 17 COLADARCI Flavio A.C. Monterotondo 19 FAMIANO Pietro U.S. Triestina Calcio 1 FERRARO Luigi Giorgio Termination as per Art. 40/3 N.O.I.F. 19 GAMBERINI Alessandro F.C. Bologna S.p.A. 1,502 GORZEGNO Marco A.C. Prato 30 MALATESTA Simone Valenzana Calcio S.r.l. 190 MARINO Andrea Giovanni No first contract offered 10 O BRIEN Ronald Termination of contract 94 PELLEGRINI Luca F.C. Crotone Calcio 51 REDAVID Vito F.C. Crotone Calcio 1 RIGONI Marco Termination of contract 129 Other 25 TOTAL 2,446 INCOME TAXES Income taxes for the year amount to 7,393 thousand and include: /000 2002/2003 2001/2002 Change Current IRPEG - - - Current IRAP 4,042 2,375 1,667 Net deferred IRPEG 3,275 8,001-4,726 Net deferred IRAP 76 90-14 TOTAL 7,393 10,466-3,073 93 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
Current taxes In the 2002/2003 financial year the Company owes no current taxes for IRPEG as its taxable income is negative. The sum of 4,042 thousand regards IRAP. Deferred taxes The deferred taxes for the period have an impact of 3,351 thousand and are due to: 7,789 thousand for use of prepaid taxes created in previous years ( 7,697 thousand for IRPEG and 92 thousand for IRAP); 8,310 thousand for use of deferred IRPEG taxes originated in previous years; 132 thousand due to the reduction in the IRPEG rate (from 35% to 34%) on deferred taxes for 978 thousand and 846 thousand on prepaid taxes set aside in previous years; 216 thousand for prepaid taxes set aside in the year ( 200 thousand for IRPEG and 16 thousand for IRAP); 4,220 thousand for deferred IRPEG taxes in the year. The deferred taxes of 4,220 thousand concern the deferment over a number of years of the taxation on certain capital gains made on the disposal of players registration rights. OTHER INFORMATION 94 Remuneration of Directors, Statutory Auditors and General Manager In observance of Art. 78 of Consob Regulations, decision no. 11971 of 14 May 1999, the table below indicates the remuneration for the 2002/2003 financial year due to the Directors, Statutory Auditors and General Manager of Juventus Football Club S.p.A. for positions held in the Company and in the subsidiary Company. Person Description of role Remuneration /000 Name and surname position period term remuneration non bonuses other in office of office for the position monetary and other remuneration (a) benefits incentives Officers CAISSOTTI DI CHIUSANO Vittorio Chairman 01/07/2002 30/06/2003 - - - - 30/06/2003 BETTEGA Roberto Vice Chairman 01/07/2002 30/06/2003 439 6 959 (b) - 30/06/2003 GIRAUDO Antonio Chief Executive 01/07/2002 30/06/2003 938 6 905 (b) - Officer 30/06/2003 MOGGI Luciano Director 01/07/2002 30/06/2003 516 - - - 30/06/2003 CERUTTI Giancarlo Director 01/07/2002 30/06/2003 - - - - 30/06/2003 GADHAFI Saadi Director 28/10/2002 30/06/2003 - - - - 30/06/2003 PININFARINA Andrea Director 28/10/2002 30/06/2003 - - - - 30/06/2003 MARRONE Virgilio Director 01/07/2002 - - - - - 25/03/2003 SARACCO Claudio Director 01/07/2002 30/06/2003 - - - - 30/06/2003 WINTELER Daniel John Director 28/03/2003 30/06/2003 - - - - 30/06/2003 TOTAL BOARD OF DIRECTORS 1,893 12 1,864 0 Juventus Football Club Reports and Financial Statements at 30 June 2003
Person Description of role Remuneration /000 Name and surname position period term remuneration non bonuses other in office of office for the position monetary and other remuneration (a) benefits incentives General Manager MOGGI Luciano General Manager 01/07/2002-19 590 (d) 1,304 (c) 30/06/2003 Board of Statutory Auditors GIORGI Giorgio Chairman 01/07/2002 30/06/2003 23 - - - 30/06/2003 FERRERO Alberto Auditor 01/07/2002 30/06/2003 15 - - - 30/06/2003 RE Carlo Auditor 01/07/2002 30/06/2003 15 - - 1 (e) 30/06/2003 TOTAL BOARD OF STATUTORY AUDITORS 53 0 0 1 (a) The term of office expires in concurrence with the Shareholders Meeting that will approve the Financial Statements at 30 June 2003. (b) Results-related variable remuneration. (c) Salary. (d) Results-related variable salary. (e) Remuneration for the position as Auditor for the subsidiary company Campi di Vinovo S.p.A.. Stock Options The Company has no stock option plans. On 30 September 1997, the Board of Directors of the parent company IFI S.p.A., in view of the objective of strengthening the Company also for possible listing, voted a stock option plan regarding Juventus shares owned by IFI itself to be assigned to top managers of IFI and Juventus. The table below lists the top Juventus managers to whom IFI has assigned these purchase options. Purchase or subscription Options exercised Person options allocated in the period Name and surname Position No. of shares Strike price Period No. shares Strike price buyable or ( ) acquired or ( ) subscribable subscribed BETTEGA Roberto Vice Chairman 347,525 Juventus 0.21 July 2002 347,525 0.21 Football Club December 2002 GIRAUDO Antonio Chief Executive 5,980,100 Juventus 0.21 (1) Officer Football Club MOGGI Luciano Director and 347,525 Juventus 0.21 July 2002 347,525 0.21 General Manager Football Club December 2002 GAI Romolo Maria Commercial 130,000 Juventus 0.21 July 2002 130,000 0.21 Manager Football Club December 2002 GASTALDO Teresa Administration and 65,000 Juventus 0.21 July 2002 65,000 0.21 Personnel Manager Football Club December 2002 (1) Stock options assigned to Mr Antonio Giraudo have been exercised during 2001/2002 financial year. Turin, 22 September 2003 on behalf of the Board of Directors The Chairman Franzo Grande Stevens 95 Reports and Financial Statements at 30 June 2003 Notes to the financial statements
APPENDICES 1. Shareholdings in subsidiaries and associated companies at 30 June 2003. 2. Variations in intangible fixed assets. 3. Variations in players' registration rights. 4. Players' registration rights at 30 June 2003. 5. Variations in tangible fixed assets. 6. Variations in shareholders' equity accounts for the periods closed at 30 June 2003 and 30 June 2002. 7. Statement of cash flow for the financial years closed at 30 June 2003 and at 30 June 2002. Turin, 22 September 2003 on behalf of the Board of Directors The Chairman Franzo Grande Stevens 96 Juventus Football Club Reports and Financial Statements at 30 June 2003
Appendix 1 SHAREHOLDINGS IN SUBSIDIARIES AND ASSOCIATED COMPANIES AT 30 JUNE 2003 SHARE CAPITAL JUVENTUS SHAREHOLDERS NET PROFIT/ SHAREHOLDING EQUITY* (LOSS)* % holding of Book values Share cap. Shares Unit Total NUMBER CURRENCY NOMINAL SUM NUMBER /000 /000 /000 OF SHARES VALUE OF SHARES SUBSIDIARY COMPANIES Campi di Vinovo S.p.A. 2,500,000 0.52 1,300,000 1,744,544 69.78 69.78 7.0 12,129 11,406 3.8 C.so Galileo Ferraris, 32 10128 Torino * The figures for Campi di Vinovo S.p.A. refer to the year closed at 30 June 2003. 97 Reports and Financial Statements at 30 June 2003 Appendices
Appendix 2 VARIATIONS IN INTANGIBLE FIXED ASSETS ROYALTIES FOR INTANGIBLE FIXED TOTAL INDUSTRIAL PATENTS ASSETS IN PROGRESS AND USE OF AND ADVANCE /000 INTELLECTUAL PROPERTY PAYMENTS Purchases in previous years 1,398 155 1,553 Amortisation in previous years (842) - (842) Net balance at 01.07.2002 556 155 711 Purchases in the year 246 26 272 Amortisation in the year (286) - (286) Assets sold in the year - (138) (138) Use of amortisation over previous years - - - 98 Net balance at 30.06.2003 516 43 559 Balance at 30.06.2003 net of sales 1,644 43 1,687 Amortisation at 30.06.2003 net of sales (1,128) - (1,128) Net balance at 30.06.2003 516 43 559 Juventus Football Club Reports and Financial Statements at 30 June 2003
Appendix 3 VARIATIONS IN PLAYERS REGISTRATION RIGHTS /000 PROFESSIONALS YOUTH PLAYERS TOTAL Cost of players registration rights in previous years* 342,096 1,173 343,269 Amortisation in previous years* (122,241) (449) (122,690) Net balance at 01.07.2002 219,855 724 220,579 Reclassification from youth players 27 (27) - Purchases in the year 39,367 632 39,999 Disposal in the year (47,354) (255) (47,609) Amortisation in the year (61,278) (303) (61,581) Reclassification of amortisation from youth players (14) 14 - Use of amortisation over previous years 22,540 130 22,670 Net balance at 30.06.2003 173,143 915 174,058 Original costs at 30.06.2003 334,136 1,523 335,659 Amortisation at 30.06.2003 (160,993) (608) (161,601) Net balance at 30.06.2003 173,143 915 174,058 * Net of the sum paid to other football clubs as compensation for young players training and education, which was been entirely amortised as per Law 586/96. 99 Reports and Financial Statements at 30 June 2003 Appendices
Appendix 4 PLAYERS REGISTRATION RIGHTS AT 30 JUNE 2003 /000 NAME OF PLAYER ROLE PLAYERS AMORTISATION NET PLAYERS CONTRACT CONTRACT REGISTR. RIGHTS FUND REGISTR. RIGHTS DURATION* EXPIRY AT 30/06/03 AT 30/06/03 AT 30/06/03 100 BAIOCCO Davide Midfielder 7,230 2,892 4,338 5 years 30/06/06 BIRINDELLI Alessandro Defender 2,700 2,301 399 4 years 30/06/04 BUFFON Gianluigi Goalkeeper 52,265 20,860 31,405 5 years 30/06/06 CAMORANESI Mauro German Midfielder 5,771 1,443 4,328 4 years 30/06/06 CHIMENTI Antonio Goalkeeper 115 38 77 3 years 30/06/05 CONTE Antonio Midfielder 1,119 1,014 105 2 years 30/06/04 DAVIDS Edgar Midfielder 5,035 4,431 604 5 years 30/06/04 DEL PIERO Alessandro Striker 507 471 36 5 years 30/06/04 FERRARA Ciro Defender 5,169 5,043 126 2 years 30/06/03 FRESI Salvatore Defender 388 129 259 3 years 30/06/05 IULIANO Mark Defender 2,298 1,643 655 5 years 30/06/05 MONTERO Ronald Paolo Defender 129 108 21 3 years 30/06/05 MORETTI Emiliano Defender 2,610 522 2,088 5 years 30/06/07 NEDVED Pavel Midfielder 47,778 19,111 28,667 5 years 30/06/06 PESSOTTO Gianluca Defender 2,908 2,542 366 3 years 30/06/05 SALAS Marcelo Striker 29,696 11,879 17,817 4 years 30/06/06 TACCHINARDI Alessio Midfielder 4,387 3,863 524 5 years 30/06/05 THURAM Ruddy Lilian Defender 41,317 16,527 24,790 5 years 30/06/06 TREZEGUET David Striker 27,889 16,733 11,156 5 years 30/06/05 TUDOR Igor Defender 5,100 3,925 1,175 5 years 30/06/05 ZALAYETA Marcelo Striker 9,243 9,243-4 years 30/06/06 ZAMBROTTA Gianluca Midfielder 14,281 9,666 4,615 5 years 30/06/05 ZENONI Cristian Defender 15,638 6,244 9,394 5 years 30/06/06 Other professional 50,563 20,365 30,198 Youth players 1,523 608 915 TOTAL 335,659 161,601 174,058 * Duration of contracts extant at 30 June 2003. Juventus Football Club Reports and Financial Statements at 30 June 2003
Appendix 5 VARIATIONS IN TANGIBLE FIXED ASSETS LAND AND BUILDINGS /000 LAND HEAD OFFICE VINOVO TOTAL BUILDING BUILDING Purchases in previous years - 7,039-7,039 Depreciation in previous year - (317) - (317) Net balance at 01.07.2002-6,722-6,722 Purchases in the year 3,177-573 3,750 Amortisation in the year - (211) (9) (220) Assets sold in the year - - - - Use of depreciation from previous years - - - - Net balance at 30.06.2003 3,177 6,511 564 10,252 Balance at 30.06.2003 net of sales 3,177 7,039 573 10,789 Amortisation at 30.06.2003 - (528) (9) (537) Net balance at 30.06.2003 3,177 6,511 564 10,252 PLANTS AND MACHINERY /000 SPECIAL TECHNICAL FIRE PREVENTION, HEATING TOTAL SYSTEMS AND ELECTRICAL SYSTEM Purchases in previous years 656 56 712 Depreciation in previous year (509) (8) (517) Net balance at 01.07.2002 147 48 195 Purchases in the year - - - Amortisation in the year (80) (5) (85) Assets sold in the year - - - Use of depreciation from previous years - - - Net balance at 30.06.2003 67 43 110 Balance at 30.06.2003 net of sales 656 56 712 Amortisation at 30.06.2003 (589) (13) (602) Net balance at 30.06.2003 67 43 110 101 Reports and Financial Statements at 30 June 2003 Appendices
cont. VARIATIONS IN TANGIBLE FIXED ASSETS INDUSTRIAL AND COMMERCIAL EQUIPMENT /000 SANITARY SPORTS TELEPHONE LIGHT TOTAL EQUIPMENT EQUIPMENT SWITCHBOARD CONSTRUC. Purchases in previous years 254 564 133 154 1,105 Depreciation in previous years (156) (364) (82) (123) (725) Net balance at 01.07.2002 98 200 51 31 380 Purchases in the year 7 55 2 9 73 Depreciation in the year (26) (75) (23) (5) (129) Assets sold in the year - (1) - (9) (10) Adjustments of assets of previous financial year - (4) - - (4) Use of depreciation in previous years - 2 - - 2 102 Net balance at 30.06.2003 79 177 30 26 312 Balance at 30.06.2003 net of sales 261 614 135 154 1.164 Amortisation at 30.06.2003 (182) (437) (105) (128) (852) Net balance at 30.06.2003 79 177 30 26 312 Juventus Football Club Reports and Financial Statements at 30 June 2003
cont. VARIATIONS IN TANGIBLE FIXED ASSETS OTHER FIXED ASSETS /000 ORDINARY OFFICE ELECTRONIC TOTAL FURNITURE AND MACHINES MACHINERY Purchases in previous years 386 513 899 Depreciation in previous years (207) (267) (474) Net balance at 01.07.2002 179 246 425 Purchases in the year 57 38 95 Depreciation in the year (34) (82) (116) Assets sold in the year - - - Use of depreciation in previous years - - - Net balance at 30.06.2003 202 202 404 Balance at 30.06.2003 net of sales 443 551 994 Amortisation at 30.06.2003 (241) (349) (590) Net balance at 30.06.2003 202 202 404 103 Reports and Financial Statements at 30 June 2003 Appendices
cont. VARIATIONS IN TANGIBLE FIXED ASSETS FIXED ASSETS IN PROGRESS AND ADVANCE PAYMENTS /000 VINOVO TOTAL TRAINING CENTRE PROJECT Purchases in previous years - - Depreciation in previous years - - Net balance at 01.07.2002 - - Purchases in the year 68 68 Reclassified from prepaid expenses 663 663 Depreciation in the year - - Assets sold in the year - - Adjustments of assets of previous financial year - - 104 Net balance at 30.06.2003 731 731 Balance at 30.06.2003 net of sales 731 731 Amortisation at 30.06.2003 - - Net balance at 30.06.2003 731 731 Juventus Football Club Reports and Financial Statements at 30 June 2003
Appendix 6 VARIATIONS IN SHAREHOLDERS EQUITY ACCOUNTS FOR THE PERIODS CLOSED AT 30 JUNE 2003 AND 30 JUNE 2002 /000 SHARE ADDITIONAL LEGAL RESERVE ex Art. 25 TREASURY RETAINED NET PROFIT SHAREHOLDERS CAPITAL PAID-IN-CAPITAL RESERVE COMPANY SHARES PROFIT (LOSS) EQUITY BY-LAWS ACQUIS. RES. RESERVE BALANCES AT 30.06.2001 10,400-1,347 - - 14,938 5,775 32,460 Shareholders Ordinary Meeting 04.09.2001 Allocation of 2000/2001 Net Income: - to Legal Reserve for Net Income allocation - - 289 - - - (289) - - to Reserve art. 25 of Company By-laws: used for youth training school and technical-sports training - - - 578 - - (578) - - to Shareholders dividends - - - - - - (1,123) (1,123) - to Retained profit reserve - - - - - 3,785 (3,785) - - to Income Statement - - - (578) - - - (578) Treasury shares acquisition reserve creation - - - - 17,000 (17,000) - - Shareholders Extraordinary Meeting 04.09.2001 Capital increase on admission to listing: - to share capital 1,693 - - - - - - 1,693 - to additional paid-in-capital - 60,949 - - - - - 60,949 Net profit at 30.06.2002 - - - - - - 6,133 6,133 BALANCES AT 30.06.2002 12,093 60,949 1,636-17,000 1,723 6,133 99,534 Shareholders Ordinary Meeting 28.10.2002 Allocation of 2001/2002 Net Income: - to Legal Reserve for Net Income allocation - - 307 - - - (307) - - to Reserve art. 25 of Company By-laws: used for youth training school and technical-sports training - - - 613 - - (613) - - to Shareholders dividends - - - - - - (1,452) (1,452) - to Retained profit reserve - - - - - 3,762 (3,762) - - to Income Statement - - - (613) - - - (613) Increase of the Legal Reserve to one fifth of Company share capital: - to Legal Reserve - (476) 476 - - - - - Treasury shares acquisition reserve decrease - - - - (17,000) 17,000 - - Treasury shares acquisition reserve increase - (50,000) - - 50,000 - - - Net profit at 30.06.2003 - - - - - - 2,150 2,150 BALANCES AT 30.06.2003 12,093 10,473 2,419-50,000 22,485 2,149 99,619 105 Reports and Financial Statements at 30 June 2003 Appendices
Appendix 7 STATEMENT OF CASH FLOW FOR THE FINANCIAL YEARS CLOSED AT 30 JUNE 2003 AND AT 30 JUNE 2002 /000 YEAR YEAR 2001/2002 2002/2003 NET FINANCIAL POSITION AT THE BEGINNING 67,555 95,040 Operating activities: Net Income 6,133 2,150 Amortisation of players registration rights 68,215 61,581 Other depreciations 940 836 Cash Flow 75,288 64,567 (Increase)/Decrease in receivables from football clubs (75,663) 34,177 Increase/(Decrease) in payables due to football clubs 95,900 (58,936) (Increase)/Decrease in other receivables (11,881) (67,849) Increase/(Decrease) in other payables 46,528 10,070 Variation in Net Working Capital 54,884 (82,538) Increase/(Decrease) of employees severance indemnity fund and other provisions 15,245 17,215 Cash flow provided/(absorbed) by operating activities 145,417 (756) 106 Investments: Purchase of players registration rights (215,898) (39,999) Disposal of players registration rights 43,659 24,939 Other net investments (6,634) (7,986) Cash flow used for investing activities (178,873) (23,046) Capital increase 62,642 - Dividends paid (1,123) (1,452) Other changes in shareholders equity (578) (613) NET FINANCIAL POSITION AT THE END 95,040 69,173 Juventus Football Club Reports and Financial Statements at 30 June 2003
REPORT OF THE BOARD OF STATUTORY AUDITORS REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE OGM FOR APPROVAL OF THE FINANCIAL STATEMENTS AT 30 JUNE 2003 (ART. 153 OF LEGISLATIVE DECREE NO. 58 OF 24/2/1998) Dear shareholders, the year that is coming to a close has taken with it two prestigious figures in the history of your company: Giovanni Agnelli, a figure of the highest national and international standing, who loved his Juventus to the very end, and Vittorio Chiusano, one of the most renowned professionals in his field, who always followed the team with passion. Our sadness at their departure knows no end and their memory will remain with us in the years to come. Dear shareholders, The Financial Statements at 30 June 2003 show a net profit of 2,150,060 and has been subjected to our control in compliance with the regulations contained in Arts. 148-154 of Legislative Decree 58/98. In the Notes to the Financial Statements, the Board of Directors has provided the information required by law, as well as the information concerning the characteristics of the Company and its sector of activity; the Report on Operations illustrated the progress of the Company, as well as the business outlook on the basis of known elements and those that can reasonably be forecast, as well as those expressly demanded by Art. 2428 of the Italian Civil Code. Consob communications no. 1025564 of 6 April 2001 and no. 3021582 of 4 April 2003 drew the attention of the Board of Statutory Auditors of companies listed on the stock market to the content of their reports to shareholders meetings. The Board has taken account of these in drawing up this report. 1. Considerations on the operations of greatest impact on assets and economic and financial aspects conducted by the company and their compliance with the law and with the Articles of Association. Apart from the priority sports aspects, marked by the team s highest possible achievement in the 2002/2003 Serie A Championship and its coronation as vice-champions of Europe, the Board underlines: The development of the Mondo Juve (in Nichelino and Vinovo) and the Stadio Delle Alpi projects. Of importance in relation to the first project was the sale of 27.2% of the shares held in the subsidiary Campi di Vinovo S.p.A. to Costruzioni Generali Gilardi S.p.A. at the total price of 37.3 million with the consequent capital gain of 32.7 million, which significantly influenced the result for the year. The purchaser was also granted a put option on the shareholding at a price in line with the sale price and dependent on the future development of the activities of Campi di Vinovo S.p.A.. In relation to the second project, the notary deed for the long lease of the area of the Stadio Delle Alpi and adjacent areas was signed with the City of Turin on 15 July 2003. the beginning of the twelve-year partnership agreement signed with Nike on 1 July 2003 which will, among other effects, broaden the impact of the company brand in new markets. The Board has received timely and adequate information regarding these operations and has noted that these have appeared 107 Reports and Financial Statements at 30 June 2003 Report of the Board of Statutory Auditors
reasonable, not imprudent, carefully considered, and vital for the balanced development of the company s future business volumes, in that they are not conditioned only by sports results. In the Report on Operations, the Board informed you of the ordinary operations conducted, as in past financial years. Our work of surveillance was conducted with regularity, in the framework of the principles of conduct issued by the Consiglio Nazionale dei Dottori Commercialisti e dei Ragionieri for listed companies, as well as the specific regulations, advice and recommendations received from Consob. 2. Atypical or unusual operations In the course of the financial year, the Board of Directors did not conduct or decide operations that, by their nature or dimensions, are of an atypical nature or that could be defined as unusual. 2.1 - Atypical or unusual operations with related parties None occurred. 2.2 - Atypical or unusual operations with third parties or with group companies None occurred. 2.3 - Intra-group operations and with related parties of an ordinary nature In the Financial Statements submitted for your approval, as in the Report on Operations, the Board of Directors has provided ample information on ordinary intra-group operations or with related parties. 108 The Board of Statutory Auditors has verified that these operations were to implement specific contracts and at market conditions and reference should be made to the reports provided by the Directors. 3. Evaluation of the adequacy of the information provided by the Board of Directors concerning atypical or unusual operations In the course of the financial year, the Board of Directors neither conducted nor decided operations that, by their nature, or dimensions, are of an atypical nature or that could be defined as unusual, including any intra-group operations or ones with related parties. 4. Observations on the Independent Auditors report The Independent Auditors Report does not present matters of emphasis. 5. Complaints under Art. 2408 of the Italian Civil Code. None received. 6. Presentation of memoranda None received. 7. Further assignments to the Independent Auditors The Independent Auditors PricewaterhouseCoopers S.p.A. on behalf of the Company conducted agreed auditing procedures related to Campi di Vinovo S.p.A. for 6,500.00: 8. Assignments of commissions to parties related to the Independent Auditors None assigned. Juventus Football Club Reports and Financial Statements at 30 June 2003
9. Opinions issued as required by law No opinions were issued, with the exception of the opinions envisaged under sub-section 2 of Art. 2389 of the Italian Civil Code. 10. Frequency of meetings of the Board of Directors and Board of Statutory Auditors In the course of the 2002-2003 financial year, the Board of Statutory Auditors held 9 meetings and participated in 9 meetings of the Board of Directors, and, represented by its own Chairman, in 7 Audit Committee and 2 Remunerations and Appointments Committee meetings. 11. Observations on the respect of the principles of judicious management The Board of Statutory Auditors certifies that it has: verified the legitimacy of the management choices made by the Board of Directors and their economic suitability, with the exclusion of control of the merits of the benefits and appropriacy of the choices made by the Board; examined the chief typical and usual operations and those of greatest significance to verify that they were not in conflict with the company purpose or involving a conflict of interest such as to jeopardise the soundness of company assets or, in any case, clearly imprudent or risky; verified that they were not implemented in conflict with resolutions by Company bodies or that they might damage the rights of individuals or minorities and that they were not in conflict with provisions issued by the Federazione Italiana Giuoco Calcio and the Commissione di Vigilanza per le Società di Calcio. It should not be forgotten that the particular nature of the Company s sports activities is characterised by technical decisions that cannot always be forecast. 12. Observations on the adequacy of the organisational structure As in the past, the organisational structure has proven itself to be efficient, adequate and competent. The Board of Statutory Auditors, in contact with the manager responsible, has monitored the progress of this structure, without any cases worthy of mention emerging and our opinion is therefore positive. 13. Observations on the adequacy of the system of internal control On this point, the Board of Statutory Auditors verified: the updating of existing procedures; trade receivables, including those disputed; technical investments; financial management; management of payables (due to suppliers). The regular meetings of the Board of Statutory Auditors with the manager responsible for Internal Control have made it possible to follow the development and results of operations. The analyses and checks conducted give an evaluation of effective correctness and reliability of the internal control system. 14. Observations on the adequacy of the administrative/accounting system The Board of Statutory Auditors is of the opinion that the administrative and accounting system is capable of correctly representing operations. 109 Reports and Financial Statements at 30 June 2003 Report of the Board of Statutory Auditors
15. Observations on the adequacy of the instructions given to subsidiary companies (art. 114 TUF) and received from the parent company The Board of Statutory Auditors notes the instructions given to the subsidiary Campi di Vinovo S.p.A. regarding the obligations of disclosure and the legal conditions of the exclusion from consolidation of the subsidiary company, in compliance with sub-section 2 point a) of Art. 28 of Legislative Decree 127/91. The parent companies IFI-IFIL have always received the required timely information about facts that entail legally imposed obligations to provide information. 16. Significant elements that emerged during meetings with the Independent Auditors (art. 150 TUF) Regular contact was maintained during the financial year with the Independent Auditors, both through formal meetings at which Company officers also participated, and through informal contacts between individual members of the Board of Statutory Auditors and representatives of the Independent Auditors. The maximum collaboration was always found, including during preparatory work for the Financial Statements, and no facts or aspects worthy of mention emerged. 17. Adoption of the Code of Conduct As is known, the Company has adopted the Code of Conduct recommended by Borsa Italiana S.p.A.. 110 The Board of Directors of 22 September 2003 approved the annual report on the system of Corporate Governance and the updating of the Code of Conduct. 18. Final evaluations concerning the work of surveillance The work of control of the Board of Statutory Auditors was conducted through: action to verify the observance of the law and Company By-Laws; participation at meetings of company bodies; acquisition of information concerning the checks and surveillance conducted by the Independent Auditors; the collection of further information in formal and informal meetings with the Directors, General Management, the managers responsible, and the heads of the various company departments; analysis conducted jointly with the company offices, of any new Consob regulations or communications that concern the company. The Board of Statutory Auditors notes the existence of the organisational conditions for the respect of the By-Laws and of the laws and regulations that rule the matter. 19. Proposals to be made to the OGM (art. 153 TUF) In relation to the provisions of the second sub-section of Art. 153 of Legislative Decree 58/1998, to the general obligation of surveillance as per Art. 149, point a) of this decree (concerning the surveillance work of the Board of Statutory Auditors, compliance with the law and the Articles of Association), and to the agenda of the OGM to discuss the Financial Statements, the Board of Statutory Auditors certifies that it has monitored the observance of the regulated procedures and laws regarding the creation of the Financial Statements. On the basis of the direct checks and the information exchanged with the Independent Auditors, noting their Report as Juventus Football Club Reports and Financial Statements at 30 June 2003
required by Art. 156 of Legislative Decree 58/1998, which expresses an unreserved judgement, the Board of Statutory Auditors has neither observations nor proposals to make regarding the Financial statements, the Report on Operations or the allocation of net income. We therefore recommend that, as far as our specific responsibility is concerned, you approve them. Moreover, with specific reference to the provision of the second sub-section of Art. 153 of Legislative Decree 58/1998, the Board of Statutory Auditors does not have proposals to make in relation to other matters for which it is responsible. As regards the point on the agenda concerning the deliberation to be made on the acquisition and disposal of treasury shares, with reference to the reports provided by the Directors, the Board of Statutory Auditors certifies that the proposal is consistent with the provisions of Arts. 2357, 2357 ter of the Italian Civil Code, as well as with those of Art. 132 of Legislative Decree no. 58 of 24 February 1998. Finally, having completed our three years in office, and thanking you for the trust you have placed in us, the Board of Statutory Auditors invites you to proceed with your deliberations. Turin, 8 October 2003 The Statutory Auditors Giorgio Giorgi Alberto Ferrero Carlo Re 111 Reports and Financial Statements at 30 June 2003 Report of the Board of Statutory Auditors
REPORT OF THE INDEPENDENT AUDITORS 113 Reports and Financial Statements at 30 June 2003 Report of the Independent Auditors
OTHER OGM MOTIONS MOTIONS CONCERNING PURCHASE AND DISPOSAL OF TREASURY SHARES AS PER ARTICLES 2357 AND 2357-TER OF THE ITALIAN CIVIL CODE AND ART. 132 OF LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998 Dear Shareholders, We propose that you vote, as per Art. 2357 of the Italian Civil Code and Art. 132 of Legislative Decree no. 58 of 24 February 1998, the authorisation to purchase treasury shares of the nominal value of 0.10 up to a maximum of No. 12,000,000, and in any case within legal limits, at a price no lower than 15% less and no more than 15% above the reference price of the share in the stock market trading session of the day preceding each single operation. At the date of drawing up this report, neither Juventus Football Club S.p.A. nor the subsidiary Campi di Vinovo S.p.A. possesses any Juventus shares. The purchase may be made on one or more occasions and for a period of eighteen months from the date of the Meeting s motion. The purchase is advisable in order to enable your Company to have the possibility to intervene in the event of swings in the share price outside the normal stock market trends, or for investment requirements. 114 Save the provisions of paragraph 3 of Art. 132 of Legislative Decree no. 58 of 24 February 1998, purchase operations will be made in the market, in the ways permitted by the Regulations of the markets organised and managed by Borsa Italiana S.p.A.. We also propose that you authorise the use, as specified in Art. 2357-ter of the Italian Civil Code, at any time, in all or in part, on one or more occasions, of treasury shares purchased on the basis of this proposal: - as payment for the acquisition of shareholdings - through the disposal of ownership of the same - through the disposal of any rights in rem and/or personal rights related to the same (including, purely by way of example, temporary share disposal). The price for the disposal and for the constitution of any rights on the shares (of the rights of ownership and any other right in rem and/or personal right) must be no lower than 10% less than the market value of the shares sold in the day preceding every single disposal. Appropriate averages may instead be used as a reference in line with international best practice for transfers aimed at enabling the exchange of shareholding packages in the framework of the acquisition of shareholdings or in the event of extraordinary financial operations that imply the availability of treasury shares to be assigned. We also ask you to authorise the use of treasury shares to create stock options plans for the employees and directors of the Company and its subsidiaries, at a price no lower than the value of the shares at the time of offering the options, as permitted by tax regulations; for the creation of stock options, a maximum of 1,000,000 treasury shares may be used for employees and a maximum of 200,000 treasury shares for directors. The operations will be conducted in observance of the Consob regulations in force concerning the trading of listed shares. We also propose that, as of the date of the Meeting s motion, for the part not used, the motion regarding acquisition of Juventus Football Club Reports and Financial Statements at 30 June 2003
treasury shares and the use of them adopted by the OGM of 28 October 2002 be considered repealed, allocating the remaining sum of the Treasury shares acquisition reserve to the original Additional paid-in capital reserve. We also propose the allocation of 50,000,000 to the Treasury shares acquisition reserve, by withdrawal from the Additional paid-in capital reserve. The sums related to any write-down of treasury shares held will be transferred to it and from it will be withdrawn the sums needed to reconstitute the Treasury shares portfolio reserve in the event of revaluation of treasury shares following any devaluation of them. Finally, we propose that, at the same time as the transfer of shares, the Treasury shares acquisition reserve be reconstituted each time for a maximum amount equal to the book value of the shares transferred. In conclusion, we ask you to confer on the legal representatives in office the related executive powers, separately. Turin, 22 September 2003 on behalf of the Board of Directors The Chairman Franzo Grande Stevens Other OGM motions 115 Reports and Financial Statements at 30 June 2003
APPOINTMENT OF THE BOARD OF DIRECTORS AFTER ESTABLISHING ITS NUMBER OF MEMBERS AND RELATED EMOLUMENT Dear Shareholders, having completed our three years in office, our mandate is now completed; thanking you for the trust you have placed in us, we invite you to proceed with the new appointments. Turin, 22 September 2003 on behalf of the Board of Directors The Chairman Franzo Grande Stevens 116 Juventus Football Club Reports and Financial Statements at 30 June 2003
APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS AND ITS CHAIRMAN AND DEFINITION OF RELATED EMOLUMENT Dear Shareholders, as the Board of Statutory Auditors has completed its three year term, we invite you to proceed with new appointments. To this end, we remind you that Art. 22 of the Company By-laws makes it possible to deposit lists with their candidates. Turin, 22 September 2003 on behalf of the Board of Directors The Chairman Franzo Grande Stevens 117 Reports and Financial Statements at 30 June 2003 Other OGM motions
LIST OF SUBSIDIARIES AND OTHER SIGNIFICANT SHAREHOLDINGS AT 30 JUNE 2003 In accordance with Consob decision no. 11971 of 14 May 1999 (art. 126 of the Regulations) and later amendments, significant shareholdings in other companies are listed below. The list indicates the companies divided by sector of activity. Company name, country of origin and share capital in the original currency are also indicated for each company. The percentage owned by Juventus Football Club S.p.A. is also given. The voting percentage at the Ordinary General Meeting is also indicated. COMPANY NAME COUNTRY SHARE CURRENCY SHARE- % % OGM SECTOR CAPITAL AT HOLDING SHARE OF VOTE OF ACTIVITY 30.06.2003 COMPANIES CAPITAL JUVENTUS FOOTBALL CLUB S.P.A. ITALY 12,093,200 118 SUBSIDIARY COMPANIES - Campi di Vinovo S.p.A. ITALY 1,300,000 Juventus 69.78% 69.78% Rental of Football own assets Club S.p.A. and subrental Campi di 3.00% - Vinovo S.p.A. (*) (*) Voting rights of shares suspended Juventus Football Club Reports and Financial Statements at 30 June 2003
CORPORATE GOVERNANCE Foreword The Juventus Football Club S.p.A. system of corporate governance is in line with the recommendations and rules contained in the Code of Conduct (in the version updated in July 2002) prepared by the Corporate Governance Committee for listed companies, promoted and adopted by Borsa Italiana. Below we indicate the key aspects of the overall framework of the Corporate Governance of Juventus Football Club S.p.A., through which the Company has put into practice the Code of Conduct s set of recommendations. Board of Directors The Company is managed by a Board of Directors composed of a number of members that may vary from three to fifteen as decided by the OGM. If in the course of the financial year one or more Directors were to leave office, the procedure follows the relevant provisions of the Italian Civil Code. If, for resignation or other causes, the majority of Directors were to leave office, the entire Board is understood to have resigned and the Shareholders Meeting must be convened as soon as possible to proceed with the new appointment. The Directors remain in office for three years and may be re-elected; the term of those appointed in the course of the same three year period ends with those already in office when they were appointed. 120 The Board currently in office, whose term finishes with the OGM to approve the Financial Statements at 30 June 2003, is composed of nine Directors: Franzo Grande Stevens, Roberto Bettega, Antonio Giraudo, Luciano Moggi, Giancarlo Cerutti, Saadi Gadhafi, Andrea Pininfarina, Claudio Saracco and Daniel John Winteler. Pursuant to Art. 14 of the By-laws, the Board of Directors has appointed from amongst its members the Chairman (Franzo Grande Stevens), the Vice Chairman (Roberto Bettega) and the Chief Executive Officer (Antonio Giraudo). The Chairman of the Board of Directors holds no operational responsibilities and does not play a managerial role in the Company. The Chairman of the Board of Directors calls the Board of Directors at least every three months (Art. 15 of the By-laws) and co-ordinates its meetings, ensuring that members receive timely and sufficient information to enable the Board to make its decisions with the due diligence. The Company Board of Directors also meets whenever the Chairman and Vice Chairman deem it proper, and it must also meets when a written request is made by at least three members of the Board or by the Chief Executive Officer or by two Statutory Auditors. Art. 15 of the By-laws also specifies the obligation for the Directors to whom powers have been delegated to report at least every three months to the Board of Directors and to the Board of Auditors on the activity conducted in exercising these powers, on the most significant operations conducted by the Company or by subsidiary companies and on those transactions with potential conflict of interest. These reports are to be made at the meetings of the Board of Directors. The Directors to whom powers have been delegated also report to the Board of Directors on atypical and unusual operations or ones with related parties, the examination and approval of which are not reserved for the Board of Directors. The Board of Directors plays a central role in the organisation of the Company; as specified in Art. 17 of the By-laws, it is vested with the broadest powers for the ordinary and extraordinary management of the Company, with the power to take all the measures considered necessary and appropriate to achieve the Company purpose, save only such action as is reserved by law for the Shareholders Meeting. Juventus Football Club Reports and Financial Statements at 30 June 2003
The Board of Directors exercises its powers in conformity with point 1.2 of the Code of Conduct. In particular, it: examines and approves the Company s strategic, commercial and financial plans; assigns and revokes the powers of the chief executive officers and defines their limits, the forms in which they may be exercised and the regularity with which they must report to the Board on the work conducted regarding the powers assigned to them, at least every three months as specified in the By-laws; after examination of the proposals of the Remuneration and Appointments Committee and after consulting the Board of Statutory Auditors, decides on the remuneration of the chief executive officers and of those who occupy particular positions, as well as the subdivision of the global remuneration for the individual members of the Board of Directors, when this has not been decided by the Shareholders Meeting; oversees the general management situation with particular attention to situations of conflict of interest, paying particular attention to information received from the executive directors and the Audit Committee, as well as regular comparison of effective results against forecasts; examines and approves operations of a significant economic, equity and financial impact (with particular reference to operations with related parties) in as far as this is compatible with the decision-making speed demanded by the Transfer Campaign ; in any case, the executive directors and the General Manager act within the framework of plans defined by the Board of Directors to which they report promptly about transfer operations; verifies the adequacy of the general organisational and administrative structure of the company as prepared by the chief executive officers; reports to the shareholders at the OGM. In addition, the Board of Directors: in compliance with point 3.2 of the Code of Conduct, periodically evaluates the independence of directors, taking into account the information provided by the individuals concerned and informs the market of the assessments; in compliance with point 9.2 of the Code of Conduct, sets the guidelines and periodically evaluates the adequacy and effectiveness of the internal control system. Pursuant to Art. 21 of the By-laws, the Chairman (Franzo Grande Stevens), Vice Chairman (Roberto Bettega) and Chief Executive Officer (Antonio Giraudo) may sign on behalf of and represent the Company. Furthermore, the Board of Directors may, as permitted by law, assign powers to other directors, executives, representatives and managers within the limits set by the Board. On 15 December 2000 the Board of Directors voted to confer specific management powers on the Vice Chairman Roberto Bettega and the Chief Executive Officer Antonio Giraudo. The Board of Directors voted on 4 September 2001 to confer on the Director and General Manager Luciano Moggi specific powers for sport. Art. 18 of the By-laws states that the Board of Directors may delegate all or part of its powers to an Executive Committee. The Executive Committee will take decisions with the affirmative vote of the absolute majority of those present; for the decisions to be valid, the majority of the members of the Committee must be present. The Executive Committee has not been established. Directors act and make their decisions independently and with full knowledge of the facts before them, pursuing the goal of creating value for shareholders. Directors accept their position when they can diligently devote the time required, also taking 121 Reports and Financial Statements at 30 June 2003 Corporate Governance
into account the number of positions they hold as director or auditor in other listed companies in regulated markets, including foreign ones, in financial, banking, and insurance companies or others of significant size. Considering the information provided by the individuals concerned, the Board of Directors notes the positions held as director or auditor by Directors in the companies indicated above annually. It is Company practice for the Board of Directors to be constantly informed on a timely basis of new legislation and rules which relate to the Company. The majority of the Board of Directors (6 out of 9) is composed of non-executive directors (without operational responsibilities and/or management functions in the company), such as to guarantee, by number and authority, a decisive weight in the assumption of decisions by the Board. The non-executive directors offer their specific competencies in Board meetings, contributing to the assumption of decisions in line with company interests. The Company Board of Directors also includes an adequate number of independent directors (3 out of 9). These directors, as recommended by Art. 3 of the Code of Conduct: a) do not have, and have not recently had, economic dealings directly, indirectly or on behalf of third parties with the Company, with the executive directors or with the shareholder that controls the Company such as to condition the independence of their judgement; b) do not possess directly or indirectly shareholdings such as to allow them to control the Company, nor are they members of shareholders agreements for the control of the Company itself; 122 c) are not close members of the family of the executive directors of the Company, nor of others in the situations indicated in points a) and b). The Board of Directors of 22 September 2003 verified and confirmed the independence of the directors Giancarlo Cerutti, Andrea Pininfarina and Claudio Saracco. Proposals for nomination as director are presented by the majority shareholder. For new appointments to the Board of Directors, the Company guarantees the respect of what is specified in the Code of Conduct regarding the existence of full information on the personal and professional characteristics of the candidates, including the indication of their right to be considered as independent. Nomination proposals must be deposited at Company offices at least 10 days before the date announced for the Meeting. Positions held by Directors in other Companies Some of the present Directors occupy positions in other listed companies or of significant interest. The most important are as follows: Franzo Grande Stevens: Chairman P. Ferrero & C. S.p.A., Secretary of Fiat S.p.A. BoD, Secretary of Giovanni Agnelli Sapaz BoD, Secretary of Maurizio Sella Sapaz BoD, Director IFI S.p.A., IFIL S.p.A., IPI S.p.A., La Rinascente S.p.A., Pininfarina S.p.A., RCS MediaGroup S.p.A., Toro Assicurazioni S.p.A., Davide Campari Milano S.p.A., Banca del Piemonte S.p.A., Banca Sella S.p.A., Sella Asset Management S.p.A., Finanziaria Bansel, Pictet International Capital Management. Roberto Bettega: Director Villanova S.p.A., Nuova Villanova, Villanova Trasporti e Logistica, Arvil Abruzzo, Arvil Basilicata, Arvil Sud, Rand Worldwide (listed on the Canadian stock exchange). Antonio Giraudo: Director Editrice La Stampa S.p.A., Chairman Campi di Vinovo S.p.A. Juventus Football Club Reports and Financial Statements at 30 June 2003
Claudio Saracco: Director IFIL Finanziaria di Partecipazioni S.p.A., Statutory Auditor Gruppo Trasporti Torinesi GTT SpA, Chairman of Board of Statutory Auditors Infrastrutture Lavori Italia S.p.A.. Giancarlo Cerutti: CEO Officine Meccaniche Giovanni Cerutti S.p.A., CEO Cerfin S.p.A. Torino, Director Operating Vice Chairman Il Sole 24 Ore S.p.A., Director Mediobanca S.p.A., Toro Assicurazioni S.p.A., Hachette Rusconi Editore S.p.A., Fondazione Cassa di Risparmio di Alessandria. Andrea Pininfarina: CEO Pininfarina S.p.A., Director Alenia Aeronautica S.p.A., Banca del Piemonte S.p.A,, Banca Passatore & C. S.p.A., Fastbuyer S.p.A., Il Sole 24 Ore S.p.A., Siemens S.p.A., Snia S.p.A.. Daniel John Winteler: General Manager and BoD member IFIL Finanziaria di Partecipazioni S.p.A., Chairman Alpitour S.p.A., Director FIAT S.p.A., La Rinascente S.p.A., N.H.T. (New Holding for Tourism), Club Méditerranée S.A.. Frequency of Board of Directors meetings The following meetings of the Board of Directors were held in the last twelve months: 28 October 2002, 11 November 2002, 18 December 2002, 10 February 2003, 28 March 2003, 14 May 2003, 26 June 2003, 12 August 2003 and 22 September 2003. Documentation concerning the matters on the agenda of these meetings is sent to Directors in time for them to be adequately informed on the topics. Board of Statutory Auditors In line with Art.14 of the Code of Conduct, the Board of Statutory Auditors plays a fundamental function in the Company of control and verification of the correct administration and accounting management of the Company, of observance of the law and the articles of association, in complete autonomy and independence. Art. 22 of the By-laws establishes that the Board of Statutory Auditors is made up of three acting Auditors and two deputy Auditors. The election of one acting Auditor and one deputy Auditor is reserved, by the By-laws, for the minority. The Board of Statutory Auditors is nominated on the basis of lists presented by shareholders who, singly or together with others, hold shares with voting rights representing at least 3% of the capital. Each candidate may appear in only one list and will otherwise be deemed ineligible. The lists must be deposited at the Company offices at least ten days before the date set for the first calling of the meeting and this will be indicated in the notice of the meeting. The shareholders presenting such lists will be asked to accompany the lists with full information concerning the personal and professional background of the candidates together with the declarations with which the candidates accept the nomination and certify, under their own responsibility, that no causes of ineligibility or incompatibility exist, and that the regulatory and statutory conditions for the respective offices are satisfied. Candidates may not be included in the lists if they already hold positions as Auditor in five other listed companies, with the exception of the parent companies of Juventus Football Club S.p.A. and companies controlled by the parent companies, or who do not possess the required reputation and professionalism established by the applicable regulations and the By-laws in force. Outgoing Auditors may be re-elected. The chairmanship of the Board of Auditors is assigned to the first candidate of the list that has obtained the highest number of votes. In the event of the substitution of an Auditor, he is replaced by the deputy belonging to the same list as the outgoing auditor. The remuneration of Auditors is decided by the OGM in accordance with the law. Operations with related parties Operations with related parties as defined by international accounting principles are conducted pursuant to criteria of 123 Reports and Financial Statements at 30 June 2003 Corporate Governance
correctness in substance and procedure. In operations with related parties, directors who have an interest, even potential or indirect, in the operation: a) shall promptly and fully inform the Board of Directors of the existence of the interest and related circumstances, independently of the existence of a conflict of interest; b) shall leave the Board meeting during the deliberation. Where the nature, value or other characteristics of the operation make it appropriate, the Board of Directors, in order to avoid conditions being agreed other than those that would reasonably have been negotiated between unrelated parties, may call on the assistance of independent experts. Treatment of confidential information On 13 February 2002 the Board of Directors approved a specific Procedure for the management and treatment of confidential information, also containing procedures for external communication of documents and information concerning the Company, with particular reference to price sensitive information. The purpose of this Procedure is to maintain the confidentiality of certain information, ensuring at the same time that information about the Company provided to the market is correct, complete, adequate and timely. The Procedure vests the Chairman, the Vice Chairman, the Chief Executive Officer and the General Manager with general responsibility for the management of confidential information. The task of communicating price-sensitive information is performed through the body denominated Investor Relations, under the direct responsibility of the Chief Executive Officer. 124 The Procedure itself also institutes specific procedures to be observed in the external communication of price-sensitive documents and information and carefully regulates the ways in which company representatives come into contact with the press and other mass media (i.e. with financial analysts and institutional investors). Internal Dealing Code On 18 December 2002, the Board of Directors, pursuant to the indications given by the Regulations of Borsa Italiana S.p.A., adopted an Internal Dealing Code to regulate, with binding effect, the requirements to provide information regarding operations on financial instruments issued by the Company and derivative instruments based on them made by Significant Parties, meaning by this Directors, Auditors and General Manager, as well as any other person with access, due to the position held in the Company, to information about facts that may determine significant variations in the economic, financial and asset prospects of the Company and the Group and which, if made public, could have a significant impact on the price of the related listed financial instruments. The Company has identified as Significant Parties subject to the obligations of disclosure the Company Directors, Statutory Auditors, the General Manager and certain other managers of Juventus (the Administration and Personnel Manager, the Finance, Planning and Control Manager, the Sales and Marketing Manager, the Communications Manager, the Sports Secretariat Manager, the Trainer of the First Team and the Investor Relations Manager) as well as the executive directors of the subsidiary Campi di Vinovo S.p.A.. Pursuant to the Code of Conduct, the Significant Parties, as identified above, must disclose every three months any operations made on the above-mentioned financial instruments when the total sum of these transactions is equal to or more than 50,000, while immediate disclosure must be made if the threshold of 250,000 is exceeded. On the basis of the information received, the Company will promptly inform the market by press release. The Juventus Board of Directors reserves the right to forbid or limit Significant Parties from making operations on financial instruments issued by the Company Juventus Football Club Reports and Financial Statements at 30 June 2003
and derivative instruments related to them in the periods immediately preceding the distribution of information that may significantly influence the prices of these instruments. Remuneration and Appointment of Directors - Remuneration and Appointments Committee The Company adopts incentive mechanisms on the basis of which the remuneration of executive directors, the General Manager and some employees includes a part that varies according to whether certain economic and/or financial results are achieved. In particular, a significant part of the remuneration of the Vice Chairman Roberto Bettega, the Chief Executive Officer Antonio Giraudo and the Director and General Manager Luciano Moggi is linked to the achievement of the individual objectives set (qualitative and quantitative) and to the result (both economic and sporting) achievements by the Company. A Remuneration and Appointments Committee has been created by the Board of Directors, to provide consultancy and proposals, composed of three non-executive directors: Franzo Grande Stevens (Chairman), Giancarlo Cerutti and Daniel John Winteler. The role of the Remuneration and Appointments Committee is to evaluate the remuneration levels of the Company s top management, any stock option or stock allocation plans; career plans, and the plans for the replacement of people who occupy key positions in the Company structure. The following meetings of the Remuneration and Appointments Committee have been held in the past twelve months: 18 December 2002 e 26 June 2003. Internal Control and the Audit Committee The Company s internal control system is the set of processes designed to monitor the effectiveness of company operations, the reliability of financial information the observance of laws and regulations and the protection of company assets. The Board of Directors is responsible for the internal control system, for which it sets the guidelines and periodically verifies its adequacy and effectiveness, ensuring that the chief company risks are identified and managed appropriately. An Audit Committee has been set up in the framework of the Board of Directors, to provide consultancy and proposals as well as to control internal (administrative and operational) procedures. Its members are three independent directors: Claudio Saracco (Chairman), Giancarlo Cerutti and Andrea Pininfarina. The Audit Committee (a) assists the Board of Directors in fulfilling its tasks related to the internal control system; (b) assists the CEO in identifying the main company risks, submitting them for examination by the Board of Directors, and in implementing the Board guidelines through the design, management and monitoring of the internal control system; (c) evaluates the work plan prepared by the person responsible for internal control, from whom periodical reports are received; (d) evaluates, together with the Company s management and auditors, the adequacy of the accounting procedures used and is entrusted with maintaining relations between the person responsible for internal control of the Company, the Board of Directors, the Board of Statutory Auditors and the independent auditors; (e) evaluates the proposals made by the independent auditors in their application for the position, as well as the work plan drawn up for the audit and the results illustrated in the reports issued by the independent auditors; (f) reports to the Board at least every six months, at the time of approval of the Annual Report and the Six-Monthly Report, on the work of the Committee itself and on the adequacy of the internal control system; (g) performs any further tasks entrusted by the Board of Directors, especially in relations with the independent auditors. The Board of Directors has nominated Teresa Gastaldo, Administration and Personnel Manager, as the manager responsible for internal control, as specified in Art. 150 paragraph 3 of the Testo Unico sulla Finanza. This person is entrusted with the 125 Reports and Financial Statements at 30 June 2003 Corporate Governance
tasks of evaluation and constant monitoring of, and giving impetus to the current internal control system. The manager responsible, who in performing their duties has complete independence and no hierarchical constraints, reports periodically to the Audit Committee, to the Board of Directors and to the Board of Auditors on its work. The following meetings of the Audit Committee were held in the last twelve months: 18 December 2002, 10 February 2003, 28 March 2003, 14 May 2003, 26 June 2003, 12 August 2003 and 22 September 2003. Shareholders Meetings and OGM/EGM Code The recommendation made in the Code of Conduct to consider the Shareholders Meeting as a key moment for the establishment of a fruitful dialogue between the shareholders and the Board of Directors has been carefully assessed and is fully shared by the Company which believes it appropriate to adopt specific measures intended to make the best possible use of the Meetings. The Meetings are an important occasion for informing Shareholders about the Company, respecting regulations on confidential information. To this end, on 4 September 2001, the Shareholders Meeting approved the OGM/EGM Code which regulates the ordered and effective management of Company Meetings, also to encourage the participation of as many shareholders as possible. As far as possible, Board of Directors and the Board of Auditors will be well represented at the Meetings. In particular Meetings are attended by the Directors who, due to the positions occupied, can provide a useful contribution to discussion in the meetings. 126 Article 12 of the By-laws specifies that (i) the Shareholders Meeting is chaired by the Chairman of the Board of Directors or (ii) in his absence by the most senior in age Vice Chairman present or (iii) if absent, by another person indicated by the Meeting. It is the task of the Chairman of the Meeting to verify the validity of the proxies and in general the right to attend the Meeting and to ensure that the Meeting proceeds correctly. The resolutions of the Meeting are reported in the form of minutes signed by the Chairman and the Notary Public or the Secretary. Independent Auditors The Shareholders Meeting of 4 September 2001 appointed PricewaterhouseCoopers S.p.A. as independent auditors of the financial statements for the three-year period of 2001/2002, 2002/2003 and 2003/2004 and for limited audits of the six-monthly report at 31 December 2001, 2002 and 2003. Relations with Institutional Investors and other Shareholders The Company acts to establish a dialogue with its Shareholders and Institutional Investors. The Chief Executive Officer oversees relations with Institutional Investors and other Shareholders from a perspective of constant attention and dialogue. In order to establish a constant and professional relationship with all shareholders, as well as with institutional investors, as requested by the Code of Conduct and also to respond to the further demands to be satisfied for admission to the STAR segment of the Mercato Telematico Azionario organised and managed by Borsa Italiana S.p.A., the appointment has been made of a person responsible for the specific management of all activities concerning relations with institutional investors and other shareholders in the person of Marco Re (the Investor Relations Manager). In the framework of his responsibilities, the Investor Relations Manager organises regular meetings with members of the Juventus Football Club Reports and Financial Statements at 30 June 2003
Italian and international financial community and updates the financial section of the Company s Internet site. The site offers the possibility of access to periodical and annual accounting statements, together with analyses and corporate presentations to analysts and investors and the press releases issued by the Company. Updating of the Corporate Governance system The Board of Directors intends to update, if necessary, the system of Corporate Governance so as to ensure in the future the correct balance between transparency and the control of company operations. In addition, to guarantee the proper functioning of the market and prompt information about the company, the Board of Directors will provide timely information in the ways and terms laid down by the regulations in force on matters concerning the system of Corporate Governance. Legislative Decree 231/2001 Code of Ethics With reference to the hypotheses of the administrative responsibility of legal entities envisaged by Legislative Decree 231/2001, the Company has conducted a preliminary monitoring of the powers to represent the company, conferred within the company, from the perspective of preventing the offences covered by the above measure. At its meeting on 28 March 2003, the Board of Directors thus adopted a Code of Ethics whose objective is to guide company behaviour, enabling the company to convey a series of the principles that characterise the operations of the company to its own employees, contractors, investors and, in general, third parties. 127 Reports and Financial Statements at 30 June 2003 Corporate Governance